Montebello City Council
November 12, 2025

53 (iv) FTA Circular 4704.1 “Equal Employment Opportunity (EEO) Requirements and Guidelines for Federal Transit Administration Recipients;” and
(v) Follow other federal guidance pertaining to EEO laws, regulations, and requirements.
(2) Indian Tribes. The Recipient agrees to, and assures that each Third Party Participant will recognize that Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of “Employer”. (e) Disadvantaged Business Enterprise. To the extent authorized by applicable federal laws, regulations, or requirements, the Recipient agrees to facilitate, and assures that each Third Party Participant will facilitate, participation by small business concerns owned and controlled by socially and economically disadvantaged individuals, also referred to as “Disadvantaged Business Enterprises” (DBEs), in the Underlying Agreement as follows:
(1) Statutory and Regulatory Requirements. The Recipient agrees to comply with:
(i) Section 11101(e) of IIJA;
(ii) U.S. DOT regulations, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs,” 49 CFR Part 26; and
(iii) Federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement.
(2) DBE Program Requirements. A Recipient that receives planning, capital and/or operating assistance and that will award prime third party contracts exceeding $250,000 in a federal fiscal year must have a DBE program that is approved by FTA and meets the requirements of 49 CFR Part 26. (3) Special Requirements for a Transit Vehicle Manufacturer (TVM). The Recipient agrees that:
(i) TVM Certification. Each TVM, as a condition of being authorized to bid or propose on FTA-assisted transit vehicle procurements, must certify that it has complied with the requirements of 49 CFR Part 26; and
(ii) Reporting TVM Awards. Within 30 days of any third party contract award for a transit vehicle purchase, the Recipient must submit to

54 FTA the name of the TVM contractor and the total dollar value of the third party contract using the Transit Vehicle Award Reporting Form on FTA’s website. The Recipient must also submit additional notifications if options are exercised in subsequent years to ensure that the TVM is still in good standing.
(4) Assurance. As required by 49 C.F.R. § 26.13(a):
(i) Recipient Assurance. The Recipient agrees and assures that:
(A) It must not discriminate based on race, color, national origin, or sex in the award and performance of any FTA or U.S.

DOT-assisted contract, or in the administration of its DBE program or the requirements of 49 CFR Part 26;
(B) It must take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and
administration of U.S. DOT-assisted contracts;
(C) Its DBE program, as required under 49 CFR Part 26 and as approved by U.S. DOT, is incorporated by reference and made part of the Underlying Agreement; and
(D) Implementation of its DBE program approved by U.S. DOT is a legal obligation and failure to carry out its terms shall be treated as a violation of this Master Agreement.
(ii) Subrecipient/Third Party Contractor/Third Party Subcontractor Assurance. The Recipient agrees and assures that it will include the following assurance in each subagreement and third party contract it signs with a Subrecipient or Third Party Contractor and agrees to obtain the agreement of each of its Subrecipients, Third Party Contractors, and Third Party Subcontractors to include the following assurance in every subagreement and third party contract it signs:
(A) The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must not discriminate based on race, color, national origin, or sex in the award and performance of any FTA or U.S. DOT-assisted subagreement, third party
contract, and third party subcontract, as applicable, and the administration of its DBE program or the requirements of 49 CFR Part 26;

55 (B) The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of U.S. DOT-assisted
subagreements, third party contracts, and third party
subcontracts, as applicable;
(C) Failure by the Subrecipient and any of its Third Party Contractors or Third Party Subcontractors to carry out the requirements of this subparagraph 12.e(4)(ii) is a material breach of this subagreement, third party contract, or third party subcontract, as applicable; and
(D) The following remedies, or such other remedy as the Recipient deems appropriate, include, but are not limited to, withholding monthly progress payments, assessing sanctions, liquidated damages, and/or disqualifying the Subrecipient, Third Party Contractor, or Third Party Subcontractor from future bidding as non-responsible.
(5) Remedies. Upon notification to the Recipient of its failure to carry out its approved program, FTA or U.S. DOT may impose sanctions as provided for under 49 CFR Part 26, and, in appropriate cases, refer the matter for enforcement under either or both 18 U.S.C. § 1001, and/or the Program Fraud Civil Remedies Act of 1986, 31 U.S.C. § 3801, et seq. (f) Nondiscrimination on the Basis of Sex. The Recipient agrees to comply with federal prohibitions against discrimination based on sex, including:
(1) Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. § 1681, et seq.;
(2) U.S. DOT regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” 49 CFR Part 25; and
(3) Federal transit law, specifically 49 U.S.C. § 5332. (g) Nondiscrimination on the Basis of Age. The Recipient agrees to comply with federal prohibitions against discrimination based on age, including:
(1) The Age Discrimination in Employment Act, 29 U.S.C. §§ 621 – 634, which prohibits discrimination based on age;

56 (2) U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 CFR Part 1625; (3) The Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101, et seq., which prohibits discrimination against individuals based on age in the administration of Programs, Projects, and related activities receiving federal assistance;
(4) U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 CFR Part 90; and
(5) Federal transit law, specifically 49 U.S.C. § 5332. (h) Nondiscrimination on the Basis of Disability. The Recipient agrees to comply with the following federal prohibitions against discrimination based on disability:
(1) Federal laws, including:
(i) Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination based on disability in the administration of federally assisted Programs, Projects, or activities; (ii) The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101, et seq., which requires that accessible facilities and services be made available to individuals with disabilities:
(A) For FTA Recipients generally, Titles I, II, and III of the ADA apply; but
(B) For Indian Tribes, Titles II and III of the ADA apply, but Title I of the ADA does not apply because it exempts Indian Tribes from the definition of “employer;”
(iii) The Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151, et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities; (iv) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for discrimination; and (v) Other applicable federal laws, regulations, and requirements pertaining to access for seniors or individuals with disabilities. (2) Federal regulations and guidance, including:

57 (i) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 CFR Part 37;
(ii) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,” 49 CFR Part 27;
(iii) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and U.S. DOT regulations, “Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,” 49 CFR Part 38;
(iv) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49 CFR Part 39;
(v) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local Government Services,” 28 CFR Part 35; (vi) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities,” 28 CFR Part 36;
(vii) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 CFR Part 1630;
(viii) U.S. Federal Communications Commission regulations, “Telecommunications Relay Services and Related Customer Premises Equipment for Persons with Disabilities,” 47 CFR Part 64, subpart F; (ix) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 CFR Part 1194;
(x) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 CFR Part 609;
(xi) FTA Circular 4710.1, “Americans with Disabilities Act: Guidance;” and
(xii) Other applicable federal civil rights and nondiscrimination regulations and guidance.
(i) Drug or Alcohol Abuse – Confidentiality and Other Civil Rights Protections. The Recipient agrees to comply with the confidentiality and civil rights protections of:

58 (1) The Drug Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C. § 1101, et seq.;
(2) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended, 42 U.S.C. § 4541, et seq.; and (3) The Public Health Service Act, as amended, 42 U.S.C. §§ 290dd – 290dd-2. (j) Access to Services for Persons with Limited English Proficiency. The Recipient agrees to provide meaningful access to public transportation services to persons with limited understanding of English to comply with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, et seq., and its implementing regulation at 28 CFR § 42.405(d), and appliable U.S. Department of Justice guidance. (k) Other Nondiscrimination Laws, Regulations, Requirements, and Guidance. The Recipient agrees to comply with other applicable federal nondiscrimination laws, regulations, and requirements, and follow federal guidance prohibiting discrimination.
(l) Remedies. Remedies for failure to comply with applicable federal Civil Rights laws, regulations, and requirements, and failure to follow guidance may be enforced as provided in those federal laws, regulations, requirements, or guidance. (m) Promoting Free Speech and Religious Liberty. The recipient shall ensure that Federal funding is expended in full accordance with the U.S. Constitution, Federal Law, and statutory and public policy requirements: including, but not limited to, those protecting free speech, religious liberty, public welfare, the environment, and prohibiting discrimination.
(n) Federal Anti-Discrimination.
(1) Pursuant to section (3)(b)(iv)(A), Executive Order 14173, Ending Illegal Discrimination and Restoring Merit-Based Opportunity, the Recipient agrees that its compliance in all respects with all applicable Federal antidiscrimination laws is material to the government’s payment decisions for purposes of section 3729(b)(4) of title 31, United States Code. (2) Pursuant to section (3)(b)(iv)(B), Executive Order 14173, Ending Illegal Discrimination and Restoring Merit-Based Opportunity, by entering into this Agreement, the Recipient certifies that it does not operate any programs promoting diversity, equity, and inclusion (DEI) initiatives that violate any applicable Federal anti-discrimination laws.

59 Section 13. Planning.
(a) Standard Planning Provisions. The Recipient agrees to the following:
(1) Planning Requirements and Guidance. To assure that its Underlying Agreement is consistent with the Planning requirements that apply, the Recipient agrees to:
(i) Comply with the Metropolitan planning requirements of 49 U.S.C. § 5303, and joint FHWA and FTA regulations, “Planning and Assistance Standards” (for Metropolitan Transportation Planning and Programming), 23 CFR Part 450 and 49 CFR Part 613, to the extent those regulations are consistent with the metropolitan planning requirements of 49 U.S.C. § 5303;
(ii) Comply with the statewide and nonmetropolitan planning requirements of 49 U.S.C. § 5304, and joint FHWA and FTA regulations, “Planning and Assistance Standards” (for statewide transportation planning and programming), 23 CFR Part 450 and 49 CFR Part 613, to the extent those regulations are consistent with the state planning requirements of 49 U.S.C. § 5304; and (iii) Follow any guidance FTA issues to implement requirements of 49 U.S.C. §§ 5303 and 5304.
(2) Participation of State or Local Governmental and Private Nonprofit Providers of Nonemergency Transportation. The Recipient agrees to comply with 49 U.S.C. § 5323(k) by assuring that it will, as feasible:
(i) Provide the opportunity to participate and coordinate with the Recipient in the design and the delivery of federally assisted transportation services, and be included in planning for the Recipient’s federally assisted transportation services; and (ii) Make that opportunity available to federally-assisted state or local governmental agencies and nonprofit organizations that receive federal assistance for nonemergency transportation, but do not receive federal assistance for nonemergency transportation from U.S. DOT. (b) Tribal Transit Program Planning Provisions. The Indian Tribe agrees that:
(1) Planning Requirements. The federal assistance it receives for its Tribal Transit Program will be consistent with its documents, including any formal plan provided to FTA in support of the development and basis of its Award

60 of federal assistance under the Tribal Transit Program, and are or will be coordinated with transportation service funded by other federal sources to the maximum extent feasible.
(2) Participation of State or Local Governmental and Private Nonprofit Providers of Nonemergency Transportation. The Recipient agrees to comply with 49 U.S.C. § 5323(k) by assuring that it will, as feasible:
(i) Provide the opportunity to participate and coordinate with the Recipient in the design and the delivery of federally assisted transportation services, and be included in planning for the Recipient’s federally assisted transportation services; and (ii) Make that opportunity available to federally-assisted state or local governmental agencies and nonprofit organizations that receive federal assistance for nonemergency transportation, but do not receive federal assistance for nonemergency transportation from U.S. DOT.

Section 14. Private Enterprise.
(a) Protections. The Recipient agrees to protect the interests of private enterprise affected by federal public transportation programs by:
(1) Encouraging private enterprise to participate in the planning of public transportation and programs that provide public transportation, to the extent permitted under 49 U.S.C. § 5306; and
(2) Providing just compensation for the Project property it acquires, including the franchises of private providers of public transportation, as required under 49 U.S.C. § 5323(a)(1)(C).
(b) Infrastructure Investment. The Recipient agrees to follow the infrastructure investment recommendations of:
(1) Executive Order No. 12803, “Infrastructure Privatization,” April 30, 1992, 31 U.S.C. § 501 note (57 Fed. Reg. 19,036); and
(2) Executive Order No. 12893, “Principles for Federal Infrastructure Investments,” January 26, 1994, 31 U.S.C. § 501 note (59 Fed. Reg. 4233). (c) Joint Development. If joint development is involved, the Recipient agrees to follow the latest edition of FTA Circular 7050.1, “Federal Transit Administration Guidance on Joint Development.”

61 Section 15. Preference for United States Products and Services.

Except as the Federal Government determines otherwise in writing, the Recipient agrees to comply with FTA’s U.S. domestic preference requirements and follow federal guidance, including:
(a) Buy America. The domestic preference procurement requirements of 49 U.S.C. § 5323(j), and FTA regulations, “Buy America Requirements,” 49 CFR Part 661, to the extent consistent with 49 U.S.C. § 5323(j);
(b) Build America, Buy America Act. Construction materials used in the Project are subject to the domestic preference requirement of the Build America, Buy America Act, Pub. L. 117-58, div. G, tit. IX, §§ 70911 – 70927 (2021), as implemented by the U.S. Office of Management and Budget’s “Buy America Preferences for Infrastructure Projects,” 2 CFR Part 184. The Recipient acknowledges that this agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b). In accordance with 2 CFR § 184.2(a), the Recipient shall apply the standards of 49 CFR Part 661 to iron, steel, and manufactured products. (c) Cargo Preference–Use of United States-Flag Vessels. At least 50 percent of any equipment, materials or commodities procured, contracted for or otherwise obtained with funds granted, guaranteed, loaned, or advanced by the U.S. Government under this agreement, and which may be transported by ocean vessel, shall be transported on privately owned United States-flag commercial vessels, if available. 46 U.S.C. § 55305, and U.S. Maritime Administration regulations, “Cargo Preference – U.S.- Flag Vessels,” 46 CFR Part 381. Within 20 days following the date of loading for shipments originating within the United States or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, ‘on-board’ commercial ocean bill-of-lading in English for each shipment of cargo described in 46 CFR § 381.7(a)(1) shall be furnished to both the recipient (through the prime contractor in the case of subcontractor bills-of-lading) and to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590.
(d) Fly America. The air transportation requirements of Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. § 40118, and U.S. General Services Administration (U.S. GSA) regulations, “Use of United States Flag Air Carriers,” 41 C.F.R. §§ 301-10.131 – 301-10.143. (e) Uniform Administrative Requirements. Compliance with FTA’s “Buy America Requirements,” 49 CFR Part 661, and “Buy America Preferences for Infrastructure Projects,” 2 CFR Part 184, as described in this Master Agreement shall be deemed to satisfy 2 CFR § 200.322, “Domestic Preferences for Procurements.”

62 (f) Limitation on Certain Rolling Stock Procurements. The Recipient will comply with the limitation on certain rolling stock procurements at 49 U.S.C. § 5323(u).

Section 16. Procurement.
(a) Federal Laws, Regulations, Requirements, and Guidance. The Recipient agrees:
(1) To comply with the requirements of 49 U.S.C. chapter 53 and other applicable federal laws, regulations, and requirements in effect now or later that affect its third party procurements;
(2) To comply with the applicable U.S. DOT Common Rules; and (3) To follow the most recent edition and any revisions of FTA Circular 4220.1, “Third Party Contracting Guidance,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance.
(b) Full and Open Competition. The Recipient agrees to conduct all its third party procurements using full and open competition as provided in 49 U.S.C. § 5325(a), and as determined by FTA.
(c) Exclusionary or Discriminatory Specifications. The Recipient agrees that it will not use any federal assistance under 49 U.S.C. chapter 53 for any procurement based on exclusionary or discriminatory specifications, as provided in 49 U.S.C. § 5325(h), unless authorized by other applicable federal laws, regulations, or requirements. (d) Required Clauses in Third Party Contracts. In addition to other applicable provisions of federal law, regulations, requirements, and guidance, all third party contracts made by the Recipient under the Federal award must contain provisions covering the following, as applicable:
(1) Simplified Acquisition Threshold. Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. § 1908, or otherwise set by law, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. (Note that the simplified acquisition threshold determines the procurement procedures that must be employed pursuant to 2 C.F.R. §§ 200.317–200.327. The simplified acquisition threshold does not exempt a procurement from other eligibility or processes requirements that may apply. For example, Buy America’s eligibility and process requirements apply to any procurement in excess of $150,000. 49 U.S.C. § 5323(j)(13).)

63 (2) Termination. All contracts in excess of $10,000 must address termination for cause and for convenience by the non-federal entity including the manner by which it will be effected and the basis for settlement. (3) Davis-Bacon Act, as amended (40 U.S.C. §§ 3141 – 3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. §§ 3141 – 3144, and 3146 – 3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”).

The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of a public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency.
(4) Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 3701 – 3708).

Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer based on a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week.

The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in

64 surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
(5) Rights to Inventions Made Under a Contract or Agreement. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.
(6) Clean Air Act (42 U.S.C. §§ 7401 – 7671q.) and the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 – 1388), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§ 7401 – 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251 – 1388). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
(7) Debarment and Suspension (Executive Orders 12549 and 12689). A covered transaction (see 2 C.F.R. §§ 180.220 and 1200.220) must not be entered into with any party listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. 180 that implement Executive Orders 12549 (31 U.S.C. § 6101 note, 51 Fed. Reg. 6370,) and 12689 (31 U.S.C. § 6101 note, 54 Fed. Reg. 34131), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. The Recipient agrees to include, and require each Third Party Participant to include, a similar provision in each lower tier covered transaction, ensuring that each lower tier Third Party Participant:
(1) Complies with federal debarment and suspension requirements; and

65 (2) Reviews the SAM at https://www.sam.gov, if necessary to comply with U.S. DOT regulations, 2 CFR Part 1200.
(8) Restrictions on Lobbying (31 U.S.C. § 1352). Contractors that apply or bid for an award exceeding $100,000 must file the certification required by 49 CFR Part 20. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant or any other award covered by 31 U.S.C. § 1352. Each tier must also disclose any lobbying with non-federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-federal award.
(9) Solid Wastes. A Recipient that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
(e) Geographic Restrictions. The Recipient agrees that it will not use any state or local geographic preference, except as permitted by federal law (for example, Section 25019 of the Infrastructure Investment and Jobs Act of 2021, Pub. L. 117- 58), regulation, requirement, or guidance.
(f) In-State Bus Dealer Restrictions. The Recipient agrees that any state law requiring buses to be purchased through in-state dealers will not apply to purchases of vehicles supported with federal assistance appropriated or made available for 49 U.S.C. chapter 53, as provided in 49 U.S.C. § 5325(i).
(g) Organizational Conflict of Interest. The Recipient agrees that it will not enter into a procurement that involves a real or apparent organizational conflict of interest. (h) Project Labor Agreements. As a condition of a third party contract award, the Recipient may require the Third Party Contractor or Subcontractor to have an

66 affiliation with a labor organization, such as a Project Labor Agreement, consistent with Executive Order No. 13502, “Use of Project Labor Agreements for Federal Construction Projects,” February 6, 2009 (74 Fed. Reg. 6985). (i) Force Account. The Recipient agrees that FTA may determine the extent to which Federal assistance may be used to participate in force account costs. (j) FTA Technical Review. The Recipient agrees that FTA may review and approve the Recipient’s technical specifications and requirements to the extent FTA believes necessary to ensure proper administration of the Underlying Agreement. (k) Relationship of the Award to Third Party Contract Approval. The Recipient agrees that the terms of the Underlying Agreement do not, by themselves, constitute approval of any non- competitive third party contract associated with the Award, unless FTA indicates otherwise in writing.
(l) National Intelligent Transportation Systems Architecture and Standards. The Recipient agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture requirements of 23 U.S.C. § 517(d), unless it obtains an exemption from those requirements, and to follow FTA Notice, “FTA National ITS Architecture Policy on Transit Projects,” 66 Fed. Reg. 1455, January 8, 2001, and all other applicable federal guidance.
(m) Rolling Stock. The Recipient agrees that any procurement for rolling stock will comply with 49 U.S.C. § 5325 (Contract Requirements), 49 U.S.C. § 5323(j) (Buy America Requirements), 49 U.S.C. § 5323(m) (Pre-Award and Post Delivery Requirements), and 49 U.S.C. § 5318(e) (Bus Testing Requirements), 49 U.S.C. § 5323(u) (limitation on certain rolling stock procurements), and their implementing regulations.
(n) Bonding. The Recipient agrees to comply with the following bonding requirements and restrictions as provided in federal regulations and guidance:
(1) Construction. As provided in federal regulations and modified by FTA guidance, for each Project or related activities implementing the Underlying Agreement that involve construction, it will provide bid guarantee bonds, contract performance bonds, and payment bonds.
(2) Activities Not Involving Construction. For each Project or related activities implementing the Underlying Agreement not involving construction, the Recipient will not impose excessive bonding and will follow FTA guidance. (o) Architectural Engineering and Related Services. When procuring architectural engineering or related services supported with federal assistance appropriated or

67 made available for 49 U.S.C. chapter 53 or provided in any other law requiring the Award to be administered under 49 U.S.C. chapter 53, the Recipient agrees to comply and assures that each of its Subrecipients will comply with 49 U.S.C. § 5325(b).
(p) Design-Build Projects. As provided in 49 U.S.C. § 5325(d), the Recipient may use a design- build procurement to carry out its Design-Build Project, provided that it complies with applicable federal laws, regulations, and requirements, and follows federal guidance.
(q) Award to Other than the Lowest Bidder. As permitted under 49 U.S.C. § 5325(c), the Recipient may award a third party contract to other than the lowest bidder, if that award furthers an objective (for example, improved long-term operating efficiency and lower long- term costs) consistent with the purposes of 49 U.S.C. chapter 53 and any implementing federal regulations, requirements, or guidance that FTA may issue.
(r) Award to Responsible Third Party Contractors. The Recipient agrees to award third party contracts only to contractors able to carry out the procurement successfully, as provided in 49 U.S.C. § 5325(j), and before awarding a third party contract, it will consider the proposed contractor’s integrity, compliance with public policy, past performance, and financial and technical resources.
(s) Access to Third Party Contract Records. The Recipient agrees to require, and assures that each of its Subrecipients will require, its Third Party Contractors at each tier to provide:
(1) The U.S. Secretary of Transportation and the Comptroller General of the United States, the state, or their duly authorized representatives, access to all third party contract records (at any tier) as required under 49 U.S.C. § 5325(g); and
(2) Sufficient access to all third party contract records (at any tier) as needed for compliance with applicable federal laws, regulations, and requirements or to assure proper management of Underlying Agreement as determined by FTA. (t) Electronic and Information Technology. The Recipient agrees that reports or information it provides to or on behalf of the Federal Government will use electronic or information technology that complies with the accessibility requirements of Section 508 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794d, and U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 CFR Part 1194.

68 (u) Veterans Preference. As provided in 49 U.S.C. § 5325(k), to the extent practicable, the Recipient agrees and assures that each of its Subrecipients:
(1) Will give a hiring preference to veterans, as defined in 5 U.S.C. § 2108, who have the skills and abilities required to perform construction work required under a third party contract in connection with a Capital Project supported with federal assistance appropriated or made available for 49 U.S.C. chapter 53; and
(2) Will not require an employer to give a preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or a former employee. (v) Acquisition by Lease. The Recipient agrees that if it intends to acquire Project property through a lease it will comply, as applicable, with 49 U.S.C. chapter 53 and section 3019 of the FAST Act.
(w) Bid Protests. The Recipient agrees to provide FTA, as part of the annual or quarterly Milestone Progress Report, with a list of all bid protests and appeals for solicitations or contracts in excess of $500,000. The Recipient also should be mindful of the requirement in Section 39, Disputes, that the Recipient must promptly notify the FTA Chief Counsel, or FTA Regional Counsel for the Region in which the Recipient is located, of significant current or prospective legal matters that may affect the Federal Government.

Section 17. Patent Rights.
(a) General. The Recipient agrees that:
(1) Depending on the nature of the Underlying Agreement, the Federal Government may acquire patent rights when the Recipient or Third Party Participant produces a patented or patentable invention, improvement, or discovery;
(2) The Federal Government’s rights arise when the patent or patentable information is conceived or reduced to practice with federal assistance provided through the Underlying Agreement; or
(3) When a patent is issued or patented information becomes available as described in the preceding section 17(a)(2) of this Master Agreement, the Recipient will notify FTA immediately and provide a detailed report satisfactory to FTA.
(b) Federal Rights. The Recipient agrees that:

69 (1) Its rights and responsibilities and each Third Party Participant’s rights and responsibilities in that federally assisted invention, improvement, or discovery will be determined as provided in applicable federal laws, regulations, requirements, and guidance, including any waiver thereof; and (2) Unless the Federal Government determines otherwise in writing, irrespective of its status or the status of any Third Party Participant as a large business, small business, state government, state instrumentality, local government, Indian tribe, nonprofit organization, institution of higher education, or individual, the Recipient will transmit the Federal Government’s patent rights to FTA, as specified in 35 U.S.C. § 200, et seq., and U.S. Department of Commerce regulations, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” 37 CFR Part 401. (c) License Fees and Royalties. Consistent with the applicable U.S. DOT Common Rules, the Recipient agrees that license fees and royalties for patents, patent applications, and inventions produced with federal assistance provided through the Underlying Agreement are program income, and must be used in compliance with applicable federal requirements.

Section 18. Rights in Data and Copyrights.
(a) Definition of “Subject Data.” As used in this section, “subject data” means recorded information, whether or not copyrighted, that is delivered or specified to be delivered as required by the Underlying Agreement. Examples of subject data include, but are not limited to computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information, but do not include financial reports, cost analyses, or other similar information used for performance or administration of the Underlying Agreement.
(b) General Federal Restrictions. The following restrictions apply to all subject data first produced in the performance of the Underlying Agreement:
(1) Prohibitions. The Recipient may not publish or reproduce any subject data, in whole, in part, or in any manner or form, or permit others to do so. (2) Exceptions. The prohibitions do not apply to publications or reproductions for the Recipient’s own internal use, an institution of higher learning, the portion of subject data that the Federal Government has previously released or approved for release to the public, or the portion of data that has the Federal Government’s prior written consent for release.

70 (c) Federal Rights in Data and Copyrights. The Recipient agrees that:
(1) General. It must provide a license to its subject data to the Federal Government that is royalty-free, non-exclusive, and irrevocable. The Federal Government’s license must permit the Federal Government to reproduce, publish, or otherwise use the subject data or permit other entities or individuals to use the subject data provided those actions are taken for Federal Government purposes; and
(2) U.S. DOT Public Access Plan – Copyright License. The Recipient grants to U.S. DOT a worldwide, non-exclusive, non-transferable, paid-up, royaltyfree copyright license, including all rights under copyright, to any and all Publications and Digital Data Sets as such terms are defined in the U.S. DOT Public Access plan, resulting from scientific research funded either fully or partially by this funding agreement. The Recipient herein acknowledges that the above copyright license grant is first in time to any and all other grants of a copyright license to such Publications and/or Digital Data Sets, and that U.S. DOT shall have priority over any other claim of exclusive copyright to the same.
(d) Special Federal Rights in Data for Research, Development, Demonstration, Deployment, Technical Assistance, and Special Studies Programs. In general, FTA’s purpose in providing federal assistance for a research, development, demonstration, deployment, technical assistance, or special studies program is to increase transportation knowledge, rather than limit the benefits of the Award to the Recipient and its Third Party Participants. Therefore, the Recipient agrees that:
(1) Publicly Available Report. When an Award providing federal assistance for any of the programs described above is completed, it must provide a report of the Underlying Agreement that FTA may publish or make available for publication on the Internet.
(2) Other Reports. It must provide other reports related to the Award that FTA may request.
(3) Availability of Subject Data. FTA may make available its copyright license to the subject data, and a copy of the subject data to any FTA Recipient or any Third Party Participant at any tier, except as the Federal Government determines otherwise in writing.
(4) Identification of Information. It must identify clearly any specific confidential, privileged, or proprietary information submitted to FTA.

71 (5) Incomplete. If the Award is not completed for any reason whatsoever, all data developed with federal assistance for the Award becomes subject data and must be delivered as the Federal Government may direct. (6) Exception. This section does not apply to an adaptation of any automatic data processing equipment or program that is both for the Recipient’s use, and acquired with FTA capital program assistance.
(e) License Fees and Royalties. Consistent with the applicable U.S. DOT Common Rules, the Recipient agrees that license fees and royalties for patents, patent applications, and inventions produced with federal assistance provided through the Underlying Agreement are program income, and must be used in compliance with federal applicable requirements.
(f) Hold Harmless. Upon request by the Federal Government, the Recipient agrees that if it intentionally violates any proprietary rights, copyrights, or right of privacy, and if its violation under the preceding section occurs from any of the publication, translation, reproduction, delivery, use or disposition of subject data, then it will indemnify, save, and hold harmless the Federal Government against any liability, including costs and expenses of the Federal Government’s officers, employees, and agents acting within the scope of their official duties. The Recipient will not be required to indemnify the Federal Government for any liability described in the preceding sentence, if the violation is caused by the wrongful acts of federal officers, employees or agents, or if indemnification is prohibited or limited by applicable state law.
(g) Restrictions on Access to Patent Rights. Nothing in this section of this Master Agreement pertaining to rights in data either implies a license to the Federal Government under any patent, or may be construed to affect the scope of any license or other right otherwise granted to the Federal Government under any patent. (h) Data Developed Without Federal Assistance or Support. The Recipient agrees that in certain circumstances it may need to provide to FTA data developed without any federal assistance or support. Nevertheless, this section generally does not apply to data developed without federal assistance, even though that data may have been used in connection with the Award. The Recipient agrees that the Federal Government will not be able to protect data developed without federal assistance from unauthorized disclosure unless that data is clearly marked “Proprietary,” or “Confidential.”
(i) Requirements to Release Data. The Recipient understands and agrees that the Federal Government may be required to release data and information that the Recipient submits to the Federal Government as required under:

72 (1) The Freedom of Information Act (FOIA), 5 U.S.C. § 552; (2) The U.S. DOT Common Rules;
(3) The U.S. DOT Public Access Plan, which provides that the Recipient agrees to satisfy the reporting and compliance requirements as set forth in the U.S.

DOT Public Access plan, including, but not limited to, the submission and approval of a Data Management Plan, the use of Open Researcher and Contributor ID (ORCID) numbers, the creation and maintenance of a Research Project record in the Transportation Research Board’s (TRB) Research in Progress (RiP) database, and the timely and complete submission of all required publications and associated digital data sets as such terms are defined in the DOT Public Access plan. Additional information about how to comply with the requirements can be found at
http://ntl.bts.gov/publicaccess/howtocomply.html; or
(4) Other federal laws, regulations, requirements, and guidance concerning access to records pertaining to the Award, the accompanying Underlying Agreement, and any Amendments thereto.

Section 19. Use of Real Property, Equipment, and Supplies. (a) Federal Interest. The Recipient agrees that the Federal Government retains a federal interest in all real property, equipment, and supplies acquired or improved for use in connection with a Project (Project property) until, and to the extent that, the Federal Government removes its federal interest.
(b) FTA Requirements and Guidance for Use of Project Property. The Recipient agrees that:
(1) Satisfactory Continuing Control. It will maintain continuing control of the use of its Project property as satisfactory to FTA, which is defined as the legal assurance that Project property will remain available to be used for its originally authorized purpose throughout its useful life or until disposition. (2) Appropriate Use. It will use its Project property for appropriate purposes (including joint development purposes as well as uses that provide program income to support public transportation) for the duration of the useful life of its Project property, which may extend beyond the duration of the Award, and consistent with other requirements FTA may impose.
(3) Delay or Failure to Use Project Property. The Federal Government may require it to return the entire amount of federal assistance spent on its Project

73 property if, during the useful life of its Project property, it has unreasonably delayed using its Project property, or failed to use its Project property. (4) Notification. It will notify FTA immediately when it uses any of its Project property in a manner substantially different from the representations in its Application or other documents submitted in support of the Award, or the requirements of the accompanying Underlying Agreement, or it withdraws any of its Project property from appropriate use.
(5) FTA Guidance. It will consult FTA guidance through its circulars or other written documents for ways in which FTA property requirements should be implemented. FTA guidance will apply unless FTA determines otherwise in writing.
(c) General Federal Requirements. The Recipient agrees to comply with the applicable U.S. DOT property management provisions as provided in the U.S. DOT Common Rules and this Master Agreement. The Recipient also agrees to follow FTA’s reimbursement provisions pertaining to premature dispositions of certain equipment, as provided in this Master Agreement and FTA guidance.
(d) Maintenance. As provided in federal laws, regulations, requirements, and guidance, the Recipient agrees to maintain its Project property in good operating order, and comply with FTA regulations, “Transit Asset Management” and “National Transit Database,” 49 CFR Parts 625 and 630.
(e) Property Records. The Recipient agrees to keep satisfactory records of its use of its Project property, and, upon request, it will provide FTA the necessary information required to assure compliance with this Master Agreement. (f) Incidental Use.
(1) The Recipient agrees that any incidental use of Project property will not exceed what is permitted under applicable federal requirements and federal guidance.
(2) As provided in 49 U.S.C. § 5323(p), it may permit nontransit public entities and private entities to have incidental use of its federally assisted alternative fueling facilities and equipment, only if:
(i) The incidental use does not interfere with public transportation operations or violate the provisions of the Underlying Agreement and any Amendments thereto;

74 (ii) It fully recaptures all the costs related to the incidental use from any nontransit public entity or private entity that uses the alternative fueling facilities or equipment;
(iii) It uses revenues it receives from the incidental use in excess of costs for planning, capital, and operating expenses that are incurred in providing public transportation; and
(iv) Private entities pay all applicable excise taxes on fuel. (g) Reasonable Access for Private Intercity or Charter Transportation Operators. The Recipient agrees to comply with 49 U.S.C. § 5323(r), and may not deny reasonable access for a private intercity or charter transportation operator to federally funded public transportation facilities, including intermodal facilities, park and ride lots, and bus-only highway lanes. In determining reasonable access, capacity requirements of the Recipient and the extent to which access would be detrimental to existing public transportation services must be considered.
(h) Encumbrance of Project Property. Absent the express consent of the Federal Government in writing, the Recipient agrees to preserve the federal interest in its Project property, and to maintain satisfactory continuing control of its Project property as follows:
(1) Written Transactions. The Recipient agrees that it will not execute any documents that would either adversely affect the federal interest in or impair its continuing control of the use of its Project property including, but not limited to, lease, transfer of title, lien, pledge, mortgage, encumbrance, third party contract, subagreement, grant anticipation note, alienation, innovative finance arrangements, such as a cross-border or leveraged lease, or other types of innovative financing arrangements, or any restriction, constraint, or commitment that may apply to the Project property. Upon request, the Recipient will provide a copy of any document described above to FTA. (2) Oral Transactions. The Recipient agrees it will not obligate itself in any way through an oral statement to any third party with respect to its Project property that would either adversely affect the federal interest in or impair its continuing control of the use of its Project property.
(3) Other Actions. The Recipient agrees that it will not take any other action that would either adversely affect the federal interest in or impair its continuing control of the use of its Project property.
(i) Useful Life of Project Property. The Recipient agrees that:

75 (1) Determining the Useful Life. FTA may establish the useful life of Project property;
(2) Required Use. It will use its Project property continuously and appropriately throughout the useful life of that property;
(3) Expired Useful Life. When the useful life of its Project property has expired, it will comply with FTA’s disposition requirements; and (4) Premature Withdrawal. The Federal Government retains a federal interest in the fair market value of Project property or remaining useful life in Project property calculated based on straight line depreciation (including Project equipment acquired by a state). Therefore, if the Recipient withdraws that property from public transportation use prematurely, it will notify FTA immediately when any of its Project property is prematurely withdrawn from appropriate use, whether by planned withdrawal, misuse, or casualty loss. (i) Amount of Federal Interest. The federal interest in the Recipient’s or any of its Subrecipients’ Project property will be determined based on the ratio of the federal assistance provided for that property to the actual cost of that property.
(ii) Financial Commitments to the Federal Government. Except as otherwise approved in writing by the Federal Government, the Recipient agrees that if its Project property is prematurely withdrawn from appropriate use:
(A) It will return an amount equal to the remaining federal interest in the withdrawn property to the Federal Government; or (B) With FTA approval, it will invest an amount equal to the remaining federal interest in the withdrawn property in other transit property eligible for federal assistance provided through the Underlying Agreement.
(j) Calculating the Value of Prematurely Withdrawn Project Property. The Recipient agrees that the fair market value of Project property prematurely withdrawn from use in support of the Award (including the fair market value of project equipment acquired or improved by a state) will be calculated as follows:
(1) Equipment and Supplies. The fair market value of project equipment or supplies will be calculated by straight-line depreciation, based on the useful life of that equipment or supplies as established or approved by FTA. The fair market value of the Project equipment and supplies withdrawn from

76 proper use will be based on the value of that property immediately before it was withdrawn from appropriate use irrespective of whether the Project property was withdrawn from use due to fire, casualty, or natural disaster, and irrespective of the extent of insurance coverage.
(2) Real Property. The Recipient agrees that the fair market value of Project real property shall be determined by:
(i) Competent appraisal based on an appropriate date as approved by FTA, consistent with U.S. DOT regulations, “Uniform Relocation Assistance and Real Property Acquisition for Federal and FederallyAssisted Programs,” 49 CFR Part 24; (ii) Straight line depreciation of improvements to the Project real property coupled with the value of the land determined by FTA based on appraisal; or
(iii) Other applicable federal laws, regulations, and requirements. (3) Exceptional Circumstances. The Recipient agrees that the Federal Government may require another method of valuation to be used to determine the fair market value of Project real property withdrawn from service. In unusual circumstances, the Recipient may request permission to use another reasonable valuation method including, but not limited to accelerated depreciation, comparable sales, or established market values. (k) Insurance Proceeds. The Recipient agrees to use any insurance proceeds it receives for Project property that has been damaged or destroyed (including insurance proceeds for Project equipment acquired or improved by a state) as follows:
(1) Replacement. It may apply those insurance proceeds to the cost of replacing that damaged or destroyed property;
(2) Another Purpose. It may use those insurance proceeds for another authorized purpose, provided that it has obtained FTA’s consent in writing; or (3) Return to the Federal Government. It may return to the Federal Government an amount equal to the amount of the remaining federal interest in that property that has been damaged or destroyed.
(l) Misused or Damaged Project Property. If any damage to Project property results from abuse or misuse occurring with the Recipient’s knowledge and consent, the Recipient agrees to restore the Project property that has been damaged to its original condition, or refund the value of the federal interest in its Project property (including

77 the remaining federal interest in Project equipment acquired by a state), as the Federal Government may require.
(m) Disposition of Project Property. The Recipient agrees that disposition of its Project property may be made as provided in FTA’s enabling legislation, 49 U.S.C. § 5334(h), U.S. DOT Common Rules, and the most recent edition of FTA Circular 5010.1, to the extent consistent with applicable federal laws, regulations, requirements, and guidance. The Recipient understands and agrees that under certain circumstances, the Recipient must obtain disposition instructions from FTA before disposing of Project property, including real property, equipment including rolling stock, and supplies. Disposition performed under any authority is subject to 49 U.S.C. § 5334(h)(4)(B) (“Reimbursement”).
(n) Responsibilities After Closeout. The Recipient agrees that closeout of the Award will not change the Recipient’s property management responsibilities for its Project property as provided in federal laws, regulations, requirements, and guidance effective now or at a later date, and this section of this Master Agreement.

Section 20. Transit Asset Management.
(a) Transit Asset Management Plan. The Recipient agrees to develop a Transit Asset Management Plan that complies with federal transit laws, specifically 49 U.S.C. § 5326, FTA regulations, “Transit Asset Management,” 49 CFR Part 625, and “National Transit Database,” 49 CFR Part 630, and other applicable federal laws, regulations, and requirements.
(b) When Compliance is Required. The Recipient agrees to, and assures that each Third Party Participant will, comply with FTA regulations, “Transit Asset Management; National Transit Database,” 49 CFR Parts 625 and 630, and follow applicable federal guidance.

Section 21. Insurance.
(a) Flood Insurance. The Recipient agrees and assures that its Third Party Participants will agree to comply with flood insurance laws and guidance as follows:
(1) It will have flood insurance as required by the Flood Disaster Protection Act of 1973, 42 U.S.C. § 4012a(a), for any building located in a special flood hazard area (100-year flood zone), before accessing federal assistance to acquire, construct, reconstruct, repair, or improve that building. (2) Each such building and its contents will be covered by flood insurance in an amount at least equal to the federal investment (less estimated land cost) or to the maximum limit of coverage made available with respect to the particular

78 type of property under the National Flood Insurance Act of 1968, 42 U.S.C. § 4001, et seq., whichever is less.
(3) It will follow FTA guidance, except to the extent FTA determines otherwise in writing.
(b) Other Insurance Requirements. It will comply with the insurance requirements normally imposed by its state and local laws, regulations, and ordinances.

Section 22. Relocation and Real Property.
(a) Relocation Protections. Irrespective of whether federal assistance is used to pay relocation costs required under federal laws, regulations, or requirements, the Recipient agrees to:
(1) Provide fair and equitable treatment to displaced individuals and businesses that must be relocated as a result of any Project for which the FTA has provided federal assistance; and
(2) Comply with federal transit laws, specifically 49 U.S.C. § 5323(b), which requires compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. § 4601, et seq., and U.S. DOT regulations, “Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally Assisted Programs,” 49 CFR Part 24.
(b) Nondiscrimination in Housing. The Recipient agrees that when it must provide housing for individuals as a result of relocation, it will comply with Title VIII of the Civil Rights Act of 1968, as amended (Fair Housing Act), 42 U.S.C. § 3601, et seq., and facilitate and follow Executive Order No. 12892, “Leadership and Coordination of Fair Housing in Federal Programs: Affirmatively Furthering Fair Housing,” January 17, 1994, 42 U.S.C. § 3608 note, (59 Fed. Reg. 2939), except as the Federal Government determines otherwise in writing.
(c) Prohibition Against the Use of Lead-Based Paint. The Recipient agrees that if it constructs or rehabilitates residential structures on behalf of individuals displaced by its any Project, it will not use lead-based paint, and it will comply with Section 401(b) of the Lead-Based Paint Poisoning Prevention Act, 42 U.S.C. § 4831(b), and U.S. Housing and Urban Development regulations, “Lead-based Paint Poisoning Prevention in Certain Residential Structures,” 24 CFR Part 35. (d) Real Property Acquisition Protections. Irrespective of whether federal assistance is used to pay real property acquisition costs required to implement the Award, the Recipient agrees to provide fair and equitable treatment to owners of real property or

79 interests in real property that must be acquired as a result of any Project, and comply with federal transit laws, specifically 49 U.S.C. § 5323(b), which requires compliance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, 42 U.S.C. § 4601, et seq., and U.S. DOT regulations, “Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally-Assisted Programs,” 49 CFR Part 24. (e) Covenant Against Discrimination. The Recipient agrees to include a covenant in the title of the real property acquired for use in any Project that assures nondiscrimination during the useful life of that real property. (f) Recording the Title to Real Property. The Recipient agrees to record the federal interest in the title to real property used in connection with any Project if FTA so requires.
(g) FTA Approval of Changes in Real Property Ownership. Unless it receives permission or instructions from FTA, the Recipient agrees that it will not dispose of, modify the use of, or change the title to real property used in any Project, or any other interests in the site and facilities used in any Project.

Section 23. Construction.
(a) Construction Plans and Specifications. The Recipient agrees to comply with all applicable statutes, regulations, and requirements, and follow FTA guidance in the development and implementation of construction plans and specifications, including drafting, review, and approval, for the Award.
(b) Seismic Safety. The Recipient agrees to comply with the Earthquake Hazards Reduction Act of 1977, as amended, 42 U.S.C. § 7701, et seq., and U.S. DOT regulations, “Seismic Safety,” 49 CFR Part 41, specifically, 49 C.F.R. § 41.117. (c) Supervision of Construction. The Recipient agrees to maintain competent and adequate engineering supervision at the construction site of any Project to ensure that the completed work conforms to the approved plans and specifications. (d) Construction Reports. For any Project or related activities involving construction, the Recipient agrees to provide progress reports and other relevant information or data, as required by FTA or the state in which construction takes place. (e) Major Capital Investment Projects. If the Recipient’s Project involves a Major Federal Project, it agrees to comply with all applicable federal regulations, including FTA regulations, “Major Capital Investment Projects,”49 CFR Part 611, and “Project Management Oversight,” 49 CFR Part 633, to the extent that they are

80 consistent with applicable federal legislation, regulations, and requirements, and follow all applicable federal guidance.

Section 24. Employee Protections.
(a) Awards Involving Construction. The Recipient agrees to comply and assures that each Third Party Participant will comply with all federal laws, regulations, and requirements providing protections for construction employees involved in each Project or related activities with federal assistance provided through the Underlying Agreement, including the:
(1) Prevailing Wage Requirements of:
(i) Federal transit laws, specifically 49 U.S.C. § 5333(a), (FTA’s “DavisBacon Related Act”); (ii) The Davis-Bacon Act, 40 U.S.C. §§ 3141 – 3144, 3146, and 3147; and
(iii) U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 CFR Part 5.
(2) Wage and Hour Requirements of:
(i) Section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3702, and other relevant parts of that Act, 40 U.S.C. § 3701, et seq.; and
(ii) U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 CFR Part 5.
(3) “Anti-Kickback” Prohibitions of:
(i) Section 1 of the Copeland “Anti-Kickback” Act, as amended, 18 U.S.C. § 874;
(ii) Section 2 of the Copeland “Anti-Kickback” Act, as amended, 40 U.S.C. § 3145; and

81 (iii) U.S. DOL regulations, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States,” 29 CFR Part 3.
(4) Construction Site Safety of:
(i) Section 107 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3704, and other relevant parts of that Act, 40 U.S.C. § 3701, et seq.; and
(ii) U.S. DOL regulations, “Recording and Reporting Occupational Injuries and Illnesses,” 29 CFR Part 1904; “Occupational Safety and Health Standards,” 29 CFR Part 1910; and “Safety and Health Regulations for Construction,” 29 CFR Part 1926.
(b) Awards Not Involving Construction. The Recipient agrees to comply and assures that each Third Party Participant will comply with all federal laws, regulations, and requirements providing wage and hour protections for nonconstruction employees, including Section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. § 3702, and other relevant parts of that Act, 40 U.S.C. § 3701, et seq., and U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 CFR Part 5. (c) Awards Involving Commerce. The Recipient agrees to comply and assures that each Third Party Participant will comply with the Fair Labor Standards Act (FLSA), 29 U.S.C. § 201, et seq. to the extent that the FLSA applies to employees performing work with federal assistance provided through the Underlying Agreement involving commerce, and as the Federal Government otherwise determines applicable. (d) Public Transportation Employee Protective Arrangements. As a condition of award of federal assistance appropriated or made available for FTA programs involving public transportation operations, the Recipient agrees to comply and assures that each Third Party Participant will comply with the following employee protective arrangements of 49 U.S.C. § 5333(b):
(1) U.S. DOL Certification. When its Award, the accompanying Underlying Agreement, or any Amendments thereto involve public transportation operations and are supported with federal assistance appropriated or made available for 49 U.S.C. §§ 5307 – 5312, 5316, 5318, 5323(a)(1), 5323(b), 5323(d), 5328, 5337, 5338(b), or 5339, or former 49 U.S.C. §§ 5308, 5309, 5312, or other provisions of law as required by the Federal Government, U.S.

DOL must provide a certification of employee protective arrangements

82 before FTA may provide federal assistance for that Award. The Recipient agrees that the certification issued by U.S. DOL is a condition of the Underlying Agreement and that the Recipient must comply with its terms and conditions.
(2) Special Warranty. When its Underlying Agreement involves public transportation operations and is supported with federal assistance appropriated or made available for 49 U.S.C. § 5311, U.S. DOL will provide a Special Warranty for its Award, including its Award of federal assistance under the Tribal Transit Program. The Recipient agrees that its U.S. DOL Special Warranty is a condition of the Underlying Agreement and the Recipient must comply with its terms and conditions.
(3) Special Arrangements for Underlying Agreements for Federal Assistance Authorized under 49 U.S.C. § 5310. The Recipient agrees, and assures that any Third Party Participant providing public transportation operations will agree, that although pursuant to 49 U.S.C. § 5310, and former 49 U.S.C. §§ 5310 or 5317, FTA has determined that it was not “necessary or appropriate” to apply the conditions of 49 U.S.C. § 5333(b) to any Subrecipient participating in the program to provide public transportation for seniors (elderly individuals) and individuals with disabilities, FTA reserves the right to make case-by-case determinations of the applicability of 49 U.S.C. § 5333(b) for all transfers of funding authorized under title 23, United States Code (flex funds), and make other exceptions as it deems appropriate.

Section 25. Early Systems Work Agreement.
(a) Statutory Requirements. If FTA enters into an Early System Work Agreement (ESWA) with the Recipient to advance the implementation of the Recipient’s Capital Project, the Recipient agrees that the provisions of 49 U.S.C. § 5309(k)(3) will apply to that ESWA, the Recipient, and FTA.
(b) ESWA Provisions. Except to the extent that the Federal Government determines otherwise in writing, the Recipient understands and agrees that the following provisions apply to its ESWA, unless the ESWA contains specific requirements to the contrary:
(1) Recipient Representations. In view of the standards and commitments imposed on the Recipient by 49 U.S.C. § 5309(k)(3), the Recipient has provided sufficient representations and information to FTA so that FTA has reason to believe the following:

83 (i) FTA and the Recipient will enter into a Full Funding Grant Agreement for the Project; and
(ii) The terms of the ESWA will promote the ultimate completion of the Project more rapidly and at less cost.
(2) FTA Commitments. By entering into an ESWA with the Recipient, FTA has agreed to provide for reimbursement of the preliminary costs of carrying out the Project, including:
(i) Land acquisition;
(ii) Timely procurement of system elements for which the specifications are decided; and
(iii) Other activities that FTA decides are appropriate to make efficient, long-term Project management easier.
(3) Time Period of the ESWA. FTA reserves the right to determine the period of time in which the ESWA will remain in effect, even if that period extends beyond the time of the authorization of federal funding that will support the Project costs covered by the ESWA.
(4) Interest and Other Financing Costs. Interest and other financing costs of carrying out the ESWA efficiently and within a reasonable time are eligible ESWA costs, provided that:
(i) The interest and financing costs claimed do not exceed the cost of the most favorable financing terms reasonably available for the Project at the time of borrowing;
(ii) The Recipient has certified that it will show reasonable diligence in seeking the most favorable financing terms; and
(iii) The Recipient is able to show reasonable diligence in seeking the most favorable financing terms to support this ESWA.
(5) Contingent Commitment. In providing funding for the ESWA:
(i) In its discretion, FTA may include a commitment, contingent on amounts made available under a later-enacted law, to obligate an additional amount from future available budget authority to support the costs of the Recipient’s ESWA; and

84 (ii) If FTA does make a commitment to provide funding contingent on future amounts to be specified in law, that commitment is not an obligation of the Federal Government.
(6) Failure to Carry Out the Project. If, for reasons within its control, the Recipient does not carry out the Project for which its ESWA was made available by FTA, the Recipient must:
(i) Repay all Federal Grant funds awarded under the ESWA from all Federal funding sources for all Project activities, facilities, and equipment; and
(ii) Pay reasonable interest and penalty charges:
(A) As established by FTA before or after FTA provided funding for the ESWA; or
(B) Allowable under law.

Section 26. Environmental Protections.
(a) General. The Recipient agrees to, and assures that its Third Party Participants will, comply with all applicable environmental and resource use laws, regulations, and requirements, and follow applicable guidance, now in effect or that may become effective in the future, including state and local laws, ordinances, regulations, and requirements and follow applicable guidance.
(b) National Environmental Policy Act. An Award of federal assistance requires the full compliance with applicable environmental laws, regulations, and requirements.

Accordingly, the Recipient agrees to, and assures that its Third Party Participants will:
(1) Comply and facilitate compliance with federal laws, regulations, and requirements, including, but not limited to:
(i) Federal transit laws, such as 49 U.S.C. § 5323(c)(2), and 23 U.S.C. § 139;
(ii) The National Environmental Policy Act of 1969 (NEPA), as amended, 42 U.S.C. §§ 4321, et seq., as limited by 42 U.S.C. § 5159, and CEQ’s implementing regulations 40 CFR Part 1500 – 1508; (iii) Joint FHWA and FTA regulations, “Environmental Impact and Related Procedures,” 23 CFR Part 771 and 49 CFR Part 622;

85 (iv) Executive Order No. 11514, as amended, “Protection and Enhancement of Environmental Quality,” March 5, 1970, 42 U.S.C. § 4321 note (35 Fed. Reg. 4247); and
(v) Other federal environmental protection laws, regulations, and requirements applicable to the Recipient or the Award, the accompanying Underlying Agreement, and any Amendments thereto. (2) Follow the federal guidance identified herein to the extent that the guidance is consistent with applicable authorizing legislation:
(i) Joint FHWA and FTA final guidance, “Interim Guidance on MAP-21 Section 1319, Accelerated Decisionmaking in Environmental Reviews,” January 14, 2013;
(ii) Joint FHWA and FTA final guidance, “SAFETEA-LU Environmental Review Process (Public Law 109-59),” 71 Fed. Reg. 66576, November 15, 2006; and
(iii) Other federal environmental guidance applicable to the Recipient or the Award, the accompanying Underlying Agreement, and any Amendments thereto.
(c) Other Environmental Federal Laws. The Recipient agrees to comply or facilitate compliance, and assures that its Third Party Participants will comply or facilitate compliance, with all applicable federal laws, regulations, and requirements, and will follow applicable guidance, including, but not limited to, the Clean Air Act, Clean Water Act, Wild and Scenic Rivers Act of 1968, Coastal Zone Management Act of 1972, the Endangered Species Act of 1973, Magnuson Stevens Fishery Conservation and Management Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act, Executive Order No. 11990 relating to “Protection of Wetlands,” and Executive Order No. 11988, as amended, “Floodplain Management.”
(d) Corridor Preservation. The Recipient agrees that:
(1) It will not develop any right-of-way acquired under 49 U.S.C. § 5323(q) in anticipation of implementing its Award until all required environmental reviews for each Project or related activities have been completed; and (2) It will follow FTA Final Guidance on the Application of 49 U.S.C § 5323(q) to Corridor Preservation for a Transit Project, October 27, 2014.

86 (e) Use of Certain Public Lands. The Recipient agrees to comply, and assures that its Third Party Participants will comply, with U.S. DOT laws, specifically 49 U.S.C. § 303 (often referred to as “section 4(f)”), and joint FHWA and FTA regulations, “Parks, Recreation Areas, Wildlife and Waterfowl Refuges, and Historic Sites,” 23 CFR Part 774, and referenced in 49 CFR Part 622.
(f) Historic Preservation. The Recipient agrees to, and assures that its Third Party Participants will:
(1) Comply with U.S. DOT laws, including 49 U.S.C. § 303 (often referred to as “section 4(f)”), which requires certain findings be made before an Award may be undertaken if it involves the use of any land from a historic site that is on or eligible for inclusion on the National Register of Historic Places. (2) Encourage compliance with the federal historic and archaeological preservation requirements of section 106 of the National Historic Preservation Act, as amended, 54 U.S.C. § 306108.
(3) Comply with the Archeological and Historic Preservation Act of 1974, as amended, 54 U.S.C. § 312501, et seq.
(4) Comply with U.S. Advisory Council on Historic Preservation regulations, “Protection of Historic Properties,” 36 CFR Part 800.
(5) Comply with federal requirements and follow federal guidance to avoid or mitigate adverse effects on historic properties.
(g) Indian Sacred Sites. The Recipient agrees to, and assures that its Third Party Participants will, facilitate compliance with federal efforts to promote the preservation of places and objects of religious importance to American Indians, Eskimos, Aleuts, and Native Hawaiians, and facilitate compliance with the American Indian Religious Freedom Act, 42 U.S.C. § 1996, and Executive Order No. 13007, “Indian Sacred Sites,” May 24, 1996, 42 U.S.C. § 3161 note (61 Fed. Reg. 26771). (h) Mitigation of Adverse Environmental Effects.
(1) The Recipient agrees to comply with all environmental mitigation measures that may be identified as conditions that the Federal Government might impose in its finding of no significant impact or record of decision or commitments in the environmental documents that apply to the Award, such as environmental assessments, environmental impact statements, categorical exclusions, memoranda of agreement, documents required under 49 U.S.C. § 303, and other environmental documents.

87 (2) The Recipient agrees that:
(i) Any mitigation measures agreed on will be incorporated by reference and made part of the Underlying Agreement and any Amendments thereto;
(ii) Any deferred mitigation measures will be incorporated by reference and made part of the Underlying Agreement and any Amendments thereto as soon as agreement with the Federal Government is reached; and
(iii) Any mitigation measures agreed on will not be modified or withdrawn without the written approval of the Federal Government. (i) Energy Conservation. The Recipient agrees to, and assures that its Subrecipients will, comply with the mandatory energy standards and policies of its state energy conservation plans under the Energy Policy and Conservation Act, as amended, 42 U.S.C. § 6321, et seq., and perform an energy assessment for any building constructed, reconstructed, or modified with federal assistance required under FTA regulations, “Requirements for Energy Assessments,” 49 CFR Part 622, subpart C.

Section 27. State Management and Monitoring Systems.

The Recipient agrees to comply with joint FHWA and FTA regulations, “Management and Monitoring Systems,” 23 CFR Part 500, and FTA regulations, “Transportation Infrastructure Management,” 49 CFR Part 614.

Section 28. Charter Service.
(a) Prohibitions. The Recipient agrees that neither it nor any Third Party Participant involved in the Award will engage in charter service, except as permitted under federal transit laws, specifically 49 U.S.C. § 5323(d), (g), and (r), FTA regulations, “Charter Service,” 49 CFR Part 604, any other federal Charter Service regulations, federal requirements, or federal guidance.
(b) Exceptions. Apart from exceptions to the Charter Service restrictions in FTA’s Charter Service regulations, FTA has established the following additional exceptions to those restrictions:
(1) FTA’s Charter Service restrictions do not apply to equipment or facilities supported with federal assistance appropriated or made available for 49 U.S.C. § 5307 to support a Job Access and Reverse Commute (JARC)- type Project or related activities that would have been eligible for assistance under repealed 49 U.S.C. § 5316 in effect in Fiscal Year 2012 or a previous

88 fiscal year, provided that the Recipient uses that federal assistance for FTA program purposes only; and
(2) FTA’s Charter Service restrictions do not apply to equipment or facilities supported with the federal assistance appropriated or made available for 49 U.S.C. § 5310 to support a New Freedom-type Project or related activities that would have been eligible for federal assistance under repealed 49 U.S.C. § 5317 in effect in Fiscal Year 2012 or a previous fiscal year, provided the Recipient uses that federal assistance for FTA program purposes only. (c) Violations. If it or any Third Party Participant engages in a pattern of violations of FTA’s Charter Service regulations, FTA may require corrective measures and remedies, including withholding an amount of federal assistance as provided in FTA’s Charter Service regulations, 49 CFR Part 604, appendix D, or barring it or the Third Party Participant from receiving federal assistance provided in 49 U.S.C. chapter 53, 23 U.S.C. § 133, or 23 U.S.C. § 142.

Section 29. School Bus Operations.
(a) Prohibitions. The Recipient agrees that neither it nor any Third Party Participant that is participating in its Award will engage in school bus operations exclusively for the transportation of students or school personnel in competition with private school bus operators, except as permitted by federal transit laws, 49 U.S.C. § 5323(f) or (g), FTA regulations, “School Bus Operations,” 49 CFR Part 605, and any other applicable federal “School Bus Operations” laws, regulations, requirements, or applicable federal guidance.
(b) Violations. If a Recipient or any Third Party Participant has operated school bus service in violation of FTA’s School Bus laws, regulations, or requirements, FTA may require the Recipient or Third Party Participant to take such remedial measures as FTA considers appropriate, or bar the Recipient or Third Party Participant from receiving federal transit assistance.

Section 30. Geographic Information and Related Spatial Data.

The Recipient agrees that each Project or related activity that implements the Award will conform to the Federal Geographic Data Committee’s National Spatial Data Infrastructure if the Project or related activity directly or indirectly involves spatial data, or geographic information systems, and it will follow U.S. OMB Circular A-16, “Coordination of Geographic Information and Related Spatial Data Activities,” August 19, 2002, and U.S. OMB Circular A-16 Supplemental Guidance, “Geospatial Line of Business,” November 10, 2010.

89 Section 31. Federal “$1 Coin” Requirements.

The Recipient agrees to comply with section 104 of the Presidential $1 Coin Act of 2005, 31 U.S.C. § 5112(p), its equipment and facilities will be fully capable of accepting and dispensing $1 coins when coins or currency are required to use that equipment or those facilities, and it will display signs and notices of the $1 coin capability of its equipment and facilities on its premises, including vending machines, where coins or currency are used.

Section 32. Public Transportation Safety.

The Recipient agrees to comply with applicable federal laws, regulations, and requirements and follow applicable guidance that implement the Public Transportation Safety Program provisions of 49 U.S.C. § 5329.

Section 33. Motor Carrier Safety.
(a) Financial Responsibility. The Recipient agrees to comply and assures that its Third Party Participants will comply with the economic and insurance registration requirements of the:
(1) U.S. Federal Motor Carrier Safety Administration (U.S. FMCSA) regulations, “Minimum Levels of Financial Responsibility for Motor Carriers,” 49 CFR Part 387, if it is engaged in operations requiring compliance with 49 CFR Part 387, it is engaged in interstate commerce, and it is not within a defined commercial zone; and
(2) The provisions of 49 U.S.C. § 31138(e)(4), which supersede inconsistent provisions of 49 CFR Part 387, and reduce the amount of insurance the Recipient must obtain to the highest amount required by any state in which the public transportation provider operates, if it operates within a public transportation service area located in more than one state, and receives federal assistance under 49 U.S.C. §§ 5307, 5310, and 5311. (b) U.S. FMCSA Requirements. The Recipient agrees to comply and assures that its Third Party Participants will comply with:
(1) The safety requirements of U.S. FMCSA regulations, “Federal Motor Carrier Safety Regulations,” 49 CFR Parts 390 – 397, to the extent applicable; and (2) The driver’s license requirements of U.S. FMCSA regulations, “Commercial Driver’s License Standards, Requirements, and Penalties,” 49 CFR Part 383, and “State Compliance with Commercial Driver's License,” 49 CFR Part 384, to the extent applicable, with the substance abuse requirements and guidance of U.S. FMCSA’s regulations, “Controlled Substances and Alcohol

90 Use and Testing,” 49 CFR Part 382, and implementing federal guidance, to the extent applicable.

Section 34. Safe Operation of Motor Vehicles.
(a) Seat Belt Use. The Recipient agrees to implement Executive Order No. 13043, “Increasing Seat Belt Use in the United States,” April 16, 1997, 23 U.S.C. § 402 note, (62 Fed. Reg. 19217), by:
(1) Adopting and promoting on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles; and (2) Including a “Seat Belt Use” provision in each third party agreement related to the Award.
(b) Distracted Driving, Including Text Messaging While Driving. The Recipient agrees to comply with:
(1) Executive Order No. 13513, “Federal Leadership on Reducing Text Messaging While Driving,” October 1, 2009, 23 U.S.C. § 402 note, (74 Fed.

Reg. 51225);
(2) U.S. DOT Order 3902.10, “Text Messaging While Driving,” December 30, 2009; and
(3) The following U.S. DOT Special Provision pertaining to Distracted Driving:
(i) Safety. The Recipient agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Recipient owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the Award, or when performing any work for or on behalf of the Award; (ii) Recipient Size. The Recipient agrees to conduct workplace safety initiatives in a manner commensurate with its size, such as establishing new rules and programs to prohibit text messaging while driving, re-evaluating the existing programs to prohibit text messaging while driving, and providing education, awareness, and other outreach to employees about the safety risks associated with texting while driving; and

91 (iii) Extension of Provision. The Recipient agrees to include the preceding Special Provision of section 34(b)(3)(i) – (ii) of this Master Agreement in its third party agreements, and encourage its Third Party Participants to comply with this Special Provision, and include this Special Provision in each third party subagreement at each tier supported with federal assistance.

Section 35. Substance Abuse.
(a) Drug-Free Workplace. The Recipient agrees to:
(1) Comply with the Drug-Free Workplace Act of 1988, as amended, 41 U.S.C. § 8103, et seq.;
(2) Comply with U.S. DOT regulations, “Governmentwide Requirements for Drug-Free Workplace (Financial Assistance),” 49 CFR Part 32; and (3) Follow and facilitate compliance with U.S. OMB regulatory guidance, “Governmentwide Requirements for Drug-Free Workplace (Financial Assistance),” 2 CFR Part 182, particularly where the U.S. OMB regulatory guidance supersedes comparable provisions of 49 CFR Part 32. (b) Alcohol Misuse and Prohibited Drug Use.
(1) Requirements. The Recipient agrees to comply and assures that its Third Party Participants will comply with:
(i) Federal transit laws, specifically 49 U.S.C. § 5331; (ii) FTA regulations, “Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations,” 49 CFR Part 655; and
(iii) Applicable provisions of U.S. DOT regulations, “Procedures for Transportation Workplace Drug and Alcohol Testing Programs,” 49 CFR Part 40.
(2) Remedies for Non-Compliance. The Recipient agrees that if FTA determines that the Recipient or a Third Party Participant receiving federal assistance under 49 U.S.C. chapter 53 is not in compliance with 49 CFR Part 655, the Federal Transit Administrator may bar that Recipient or Third Party Participant from receiving all or a portion of the federal transit assistance for public transportation it would otherwise receive.

92 Section 36. Protection of Sensitive Security and Other Sensitive Information.

The Recipient agrees to comply with the following requirements for the protection of sensitive security information:
(a) The Homeland Security Act, as amended, specifically 49 U.S.C. § 40119(b), and U.S. DOT regulations, “Protection of Sensitive Security Information,” 49 CFR Part 15;
(b) The Aviation and Transportation Security Act, as amended, 49 U.S.C. § 114(r), and U.S. Department of Homeland Security, Transportation Security Administration regulations, “Protection of Sensitive Security Information,” 49 CFR Part 1520; (c) U.S. DOT Common Rules, which require the Recipient to implement, and to require its Subrecipients, if any, to implement reasonable measures to safeguard protected personally identifiable information as well as any information that the FTA or passthrough entity designates as sensitive; and (d) National Archives and Records Administration regulations, “Controlled Unclassified Information,” 32 CFR Part 2002.

Section 37. Special Notification Requirements for States. (a) Types of Information. To the extent required under federal law, the State, as the Recipient, agrees to provide the following information about federal assistance awarded for its State Program, Project, or related activities:
(1) The Identification of FTA as the federal agency providing the federal assistance for a State Program or Project;
(2) The Catalog of Federal Domestic Assistance Number of the program from which the federal assistance for a State Program or Project is authorized; and (3) The amount of federal assistance FTA has provided for a State Program or Project.
(b) Documents. The State agrees to provide the information required under this provision in the following documents: (1) applications for federal assistance, (2) requests for proposals or solicitations, (3) forms, (4) notifications, (5) press releases, and (6) other publications.

93 Section 38. Freedom of Information.
(a) Applicability. The Recipient agrees that the Freedom of Information Act (FOIA), 5 U.S.C. § 552, as amended, applies to most information submitted to FTA and U.S.

DOT, whether electronically or in typewritten hard copy. (b) Records. The Recipient agrees that all records it submits to FTA will become federal agency records and may be subject to release in response to a FOIA request unless FTA in its sole discretion determines that a valid exemption under FOIA or another statute applies. Unless FTA explicitly states otherwise in writing, FTA does not make any assurance that it will keep private any records submitted to FTA. (c) Confidentiality. President Obama’s “Memorandum for the Heads of Executive Departments and Agencies on the Freedom of Information Act,” dated January 21, 2009, directs federal agencies to adopt a presumption that information should generally be disclosed when requested, and therefore the Recipient agrees that:
(1) Unless a federal law or regulation requires that a document or other information be withheld, FTA does not consent to withhold information, irrespective of its format, merely because it is accompanied by a “routine” confidentiality statement that may appear on:
(i) Information about the Award, the accompanying Underlying Agreement, and any Amendments thereto;
(ii) Information accompanying or supplementing the Award, the accompanying Underlying Agreement, and any Amendments thereto; or
(iii) Any other information FTA may obtain.
(2) As provided in federal laws, regulations, requirements, and guidance, FTA will review the information and documents that are the subject of each FOIA request to determine the extent to which FTA must or should exercise its discretion to withhold that information or those documents. (3) Any genuinely confidential, privileged, or sensitive security information will be marked clearly and specifically as confidential or privileged, and justified as confidential or privileged under FOIA standards. The Recipient will mark all sensitive security information (SSI), as defined by 49 C.F.R. § 15.5, as set forth in 49 C.F.R. § 1520.13. The Recipient will not mark non-SSI material as SSI. Also refer to Section 36 of this Agreement, regarding the protection of SSI and other sensitive information.

94 Section 39. Disputes, Breaches, Defaults, and Litigation. (a) FTA Interest. FTA has a vested interest in the settlement of any violation of federal law, regulation, or requirement, or any disagreement involving the Award, the accompanying Underlying Agreement, and any Amendments thereto including, but not limited to, a default, breach, major dispute, or litigation, and FTA reserves the right to concur in any settlement or compromise.
(b) Notification to FTA; Flow Down Requirement. If a current or prospective legal matter that may affect the Federal Government emerges, the Recipient must promptly notify the FTA Chief Counsel and FTA Regional Counsel for the Region in which the Recipient is located. The Recipient must include a similar notification requirement in its Third Party Agreements and must require each Third Party Participant to include an equivalent provision in its subagreements at every tier, for any agreement that is a “covered transaction” according to 2 C.F.R. §§ 180.220 and 1200.220.
(1) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason.
(2) Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the Federal Government’s administration or enforcement of federal laws, regulations, and requirements.
(3) Additional Notice to U.S. DOT Inspector General. The Recipient must promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the Recipient is located, if the Recipient has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. This responsibility occurs whether the Project is subject to this Agreement or another agreement between the Recipient and FTA, or an agreement involving a principal, officer, employee, agent, or Third Party Participant of the Recipient. It also applies to subcontractors at any tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a

95 criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of the Recipient. In this paragraph, “promptly” means to refer information without delay and without change. This notification provision applies to all divisions of the Recipient, including divisions tasked with law enforcement or investigatory functions. (c) Federal Interest in Recovery. The Federal Government retains the right to a proportionate share of any proceeds recovered from any third party, based on the percentage of the federal share for the Underlying Agreement. Notwithstanding the preceding sentence, the Recipient may return all liquidated damages it receives to its Award Budget for its Underlying Agreement rather than return the federal share of those liquidated damages to the Federal Government, provided that the Recipient receives FTA’s prior written concurrence.
(d) Enforcement. The Recipient must pursue its legal rights and remedies available under any third party agreement or any federal, state, or local law or regulation.

Section 40. Amendments to the Underlying Agreement.
(a) When Required. An Amendment to the Underlying Agreement is required under the following circumstances:
(1) A change in the scope of work or an addition of federal assistance to an existing Award (regardless of whether the source of assistance is the same or different);
(2) A change to the scope of work that necessitates a change in the distribution of federal assistance across scope codes or activities; or (3) The Award includes multiple sources of financial assistance and the action requires the addition of a new Scope to a Project.
(b) Process. An amendment to the Underlying Agreement must be submitted and approved in TrAMS, and must meet the same application requirements as would apply to a request for a new Award.

Section 41. FTA’s Transit Award Management System (TrAMS).

The Recipient agrees to submit its application for an Award, reports, documents, or other information required by federal law, regulations, or requirements, through FTA’s Transit Award Management System (TrAMS). To submit its application, reports, documents, or information required to FTA, any signature submitted for use in TrAMS must comply with the requirements

96 of the Electronic Signatures in Global and National Commerce Act (E-Sign Act), 15 U.S.C. §§ 7001, et seq.

Section 42. Information Obtained through Internet Links.

Although this Master Agreement may include electronic links to federal laws, regulations, requirements, and guidance, FTA does not guarantee the accuracy of the information that may accessed through such links. Accordingly, the Recipient understands and agrees that any information obtained through any electronic link within this Master Agreement does not represent an official version of a federal law, regulation, or requirement, and might be inaccurate.

Therefore, any information that is obtained through such links is neither incorporated by reference nor made part of this Master Agreement. The Federal Register and the Code of Federal Regulations are the official sources for regulatory information pertaining to the Federal Government.

Section 43. Severability.

The Recipient agrees that if any provision of the Underlying Agreement or any Amendment thereto is determined to be invalid, then the remaining provisions thereof that conform to federal laws, regulations, requirements, and guidance will continue in effect.

97 SPECIAL PROVISIONS FOR SPECIFIC PROGRAMS
Section 44. Special Provisions for All Public Transportation Innovation, Technical Assistance or Workforce Development Programs.
(a) Applicability. The Recipient understands and agrees that this section of the Master Agreement applies to the following programs to which FTA provides federal assistance, including the following programs:
(1) Programs authorized under 49 U.S.C. § 5312, irrespective of the fiscal year for which the appropriations that supported the Underlying Agreement were authorized;
(2) Programs authorized under former 49 U.S.C. § 5313, irrespective of the fiscal year for which the appropriations that supported the Underlying Agreement were authorized;
(3) Programs authorized under 49 U.S.C. § 5314, irrespective of the fiscal year for which the appropriations that supported the Underlying Agreement were authorized;
(4) Programs authorized by the repealed section 3045 of SAFETEA-LU; (5) Programs authorized by the repealed section 3046 of SAFETEA-LU; and (6) Other similar Programs for which FTA awards federal assistance under 49 U.S.C. §§ 5312 or 5314, as amended, or other similar research-type or technical assistance authorizing legislation.
(b) Provisions for Underlying Agreements for Public Transportation Innovation or Technical Assistance and Workforce Development Awards. The Recipient agrees that the following provisions will apply to the Underlying Agreement for a Public Transportation Innovation or Technical Assistance and Workforce Development Project or related activities:
(1) Report. The Recipient agrees that in addition to any other Report FTA may require, the Recipient will prepare and submit to FTA a Report of each Project and related activities that describes the subject (or subjects) investigated, the methods used, the results, and the conclusions reached, is satisfactory, sufficiently organized, well-written, and comprehensive. (2) Disclaimer. The Report must contain the following disclaimer: “This document is disseminated under the sponsorship of the United States Department of Transportation, Federal Transit Administration, in the interest

98 of information exchange. The United States government assumes no liability for the contents or use thereof. The United States government does not endorse products or manufacturers. Trade or manufacturers’ names appear herein solely because they are considered essential to the contents of the report.”
(3) Format. The Report must comply with the accessibility requirements of Section 508 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794d, and U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 CFR Part 1194, and the specific publication elements and report style guide at
http://www.fta.dot.gov/research/program_requirements. The Report must identify clearly and precisely any specific information or data that is confidential, privileged, or proprietary and is contained within any report or document.
(4) Publication. Except for confidential, privileged, or proprietary information in the Report, FTA may publish the Report, and make it available for publication on the Internet or in any other venue.
(5) Identification of Federal Assistance. The Recipient agrees that:
(i) It will display information on any product developed with federal assistance for 49 U.S.C. § 5312 for which the U.S. Department of Transportation, Federal Transit Administration provided federal assistance to support the development of the product that is tangible and is produced from, or is a result of, a Project, is a deliverable, and visible to the public, or is or will be made available to other research organizations, or public transportation providers, and consists of equipment, a prototype, hardware, construction, reports, data, software, internet pages, or any similar item.
(ii) The information required will be given using an appropriate sign, designation, or notice.
(c) Special Disposition Provision. In addition to other disposition provisions, FTA may vest title in tangible personal property used in the conduct of basic or applied scientific research in a nonprofit institution of higher education or in a nonprofit organization whose primary purpose is conducting scientific research, provided the requirements of 31 U.S.C. § 6306 are met.
(d) Protection of Human Subjects. The Recipient agrees to comply with the protections for human subjects involved in a Project or related activities supported with federal assistance through the Underlying Agreement, as required by the National Research

99 Act, as amended, 42 U.S.C. § 289, et seq., and U.S. DOT regulations, “Protection of Human Subjects,” 49 CFR Part 11.
(e) Protection of Animals. The Recipient agrees to comply with the protections for animals involved in a Project or related activities, as required by the Animal Welfare Act, as amended, 7 U.S.C. § 2131, et seq., and U.S. Department of Agriculture regulations, “Animal Welfare,” 9 CFR Parts 1, 2, 3, and 4. (f) Export Control. The Recipient understands and agrees that before exporting any information that is subject to federal export requirements, it must first obtain the necessary federal license(s), and comply with the federal export control regulations of the U.S. Department of Commerce, Bureau of Industry and Security, “Export Administration Regulations,” specifically, 15 CFR Parts 730, et seq., U.S.

Department of State, U.S. Department of the Treasury, and U.S. Department of Defense.

Section 45. Special Provisions for the State Safety Oversight Grant Program.

In administering any State Safety Oversight Grant Program Award under 49 U.S.C. § 5329(e)(6), the Recipient agrees to comply with 49 U.S.C. § 5329(e)(6).

Section 46. Special Provisions for the State Infrastructure Bank (SIB) Program. (a) Federal Laws, Regulations, Requirements, and Guidance. The State, as the Recipient, agrees to administer its Underlying Agreement to support its SIB consistent with federal laws, regulations, requirements, and guidance, including, but not limited to:
(1) Title 23, U.S.C. (Highways), specifically 23 U.S.C. § 610, to the extent required under the FAST Act, and other applicable federal legislation; (2) Federal transit laws, specifically 49 U.S.C. § 5323(o), which requires compliance with 49 U.S.C. §§ 5307, 5309, and 5337 for Underlying Agreements to which MAP-21 and the FAST Act apply;
(3) Section 350 of the National Highway System Designation Act of 1995, as amended, (NHS Act), 23 U.S.C. § 101 note, to the extent this section has not been superseded by 23 U.S.C. § 610;
(4) Any federal law enacted or federal regulation or requirements promulgated at a later date applicable to the Underlying Agreement;
(5) All other applicable federal guidance that may be issued;

100
(6) The terms and conditions of any U.S. DOL certification(s) of employee protective arrangements;
(7) The SIB Cooperative Agreement establishing the SIB in the state, signed by the Executive Director of the Build America Bureau, the Federal Transit Administrator, authorized state official(s) or their authorized designees, and if applicable, the administrator (or designee) for any other federal modal agency that the State wishes to include in its SIB; and (8) The FTA Grant Agreement providing federal assistance for the Underlying Agreement in support of its SIB, except that any provision of this Master Agreement that would otherwise apply to a SIB Project does not apply to the Underlying Agreement if it conflicts with any other federal law or regulation applicable to a SIB, federal SIB Guidelines, the SIB Cooperative Agreement, or the Underlying Agreement, but the conflicting provision of this Master Agreement will prevail, however, if FTA expressly determines so in writing. (b) Limitations on Accessing Federal Assistance in the Transit Account. The Recipient understands that the total amount of federal assistance awarded under the Grant Agreement to be supported with SIB deposits may not be available for immediate withdrawal. The State and the Recipient agree to restrict the amount of federal assistance it withdraws from its SIB to an amount not exceeding the limits specified in its Grant Agreement in support of the SIB or the Award Budget for that Grant Agreement.

Section 47. Special Provisions for the TIFIA and RRIF Programs. (a) Federal Laws, Regulations, Requirements, and Guidance. The Recipient agrees to administer any Underlying Agreement for TIFIA or RRIF credit assistance as required by and in accordance with the terms of the Underlying Agreement. (b) Default. The Recipient agrees that FTA may declare the Recipient in violation of this Master Agreement if there has been an Event of Default according to an Underlying Agreement for TIFIA or RRIF assistance, and that Event of Default is not cured within 90 days.
(c) Order of Precedence. Any provision of this Master Agreement that is applicable to the Recipient’s Underlying Agreement for TIFIA or RRIF assistance but that conflicts with the laws, regulations, and requirements applicable to the Recipient’s Underlying Agreement for TIFIA or RRIF assistance, will not apply to the Recipient’s TIFIA or RRIF Loan, Loan Guarantee, Line of Credit, or Master Credit Agreement, unless FTA determines otherwise in writing.

101
Section 48. Special Provisions for the Joint FTA–FRA Program. (a) General Legal Requirements. When both FTA and the U.S. Federal Railroad Administration (FRA) make federal assistance available for the same Underlying Agreement, the Recipient understands and agrees to administer the Underlying Agreement to achieve maximum compliance with FTA’s statutory and regulatory requirements, FRA’s statutory and regulatory requirements, and other federal statutory requirements.
(b) Disadvantaged Business Enterprises.
(1) The Recipient acknowledges and understands that the statutory and regulatory provisions relating to disadvantaged business enterprises (DBE) differ significantly between FTA and FRA, including Section 1101(b) of the FAST Act (23 U.S.C. § 101 note) and U.S. DOT regulations, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs,” 49 CFR Part 26, both of which apply to FTA, but not to FRA.
(2) FRA is not authorized to use FTA’s DBE regulations, and consequently the Recipient agrees to comply with the statutory and regulatory DBE provisions that apply to federal assistance provided by FTA when using that federal assistance for purchases.
(3) The Recipient agrees to use the “contracting with small and minority firms, women's business enterprise” provisions of the applicable U.S. DOT Common Rules.
(c) Buy America. The Recipient agrees that statutory and regulatory Buy America provisions that apply to federal assistance authorized for FTA differ from those that apply to federal assistance authorized for FRA. Therefore, the Recipient agrees that:
(1) It must comply with FTA’s statutory and regulatory Buy America provisions to the extent that the purchases are for a Project or related activities that implement the Underlying Agreement;
(2) It must comply with FRA’s statutory and regulatory Buy America provisions, section 301(a) of the Passenger Rail Investment and Improvement Act of 2008 (PRIIA), Pub L. 110-432, October 16, 2008, and 49 U.S.C. § 24405(a), to the extent that the purchases are required to comply with FRA Buy America requirements; and

102
(3) If it uses federal assistance authorized for FTA and for FRA to finance a purchase, the Recipient agrees to comply with both FTA’s and FRA’s requirements.
(d) Force Account – Procurement. The Recipient agrees that FTA deems section 16(j) of this Master Agreement to be satisfied for work that is performed by the railroad’s force account employees if a Project or related activities are being conducted on the property of a railroad, and under the railroad’s collective bargaining agreements with its employees, certain work to be performed for the Recipient must be performed by force account employees.
(e) Procurement of Rolling Stock. The Recipient agrees that if FRA requires the Recipient to acquire any rolling stock for the Underlying Agreement from the Next Generation Corridor Equipment Pool Committee that has been established under section 305 of PRIIA, FTA deems section 15 of this Master Agreement to be satisfied.
(f) Use of Real Property, Equipment, and Supplies. The Recipient agrees that application of section 19 of this Master Agreement is reserved. (g) Davis-Bacon. The Recipient agrees that, as provided in 49 U.S.C. § 24312, wages paid to railroad employees at rates provided in a collective bargaining agreement negotiated under the Railway Labor Act, 45 U.S.C. § 151, et seq., are deemed to comply with the requirements of the Davis-Bacon Act, 40 U.S.C. § 3141, et seq., and satisfy section 24 of this Master Agreement.
(h) Employee Protective Arrangements. The Recipient agrees to pass down to a railroad employee subject to the Railway Labor Act, 45 U.S.C. § 151, et seq., protective arrangements as provided in a special Attachment to FTA’s Grant Agreement or Cooperative Agreement with the Recipient, and not pass down employee protective arrangements as provided in section 24 of this Master Agreement. (i) Motor Carrier Safety. The Recipient agrees that railroad signal employees and their employers must comply with the hours of service requirements of 49 U.S.C. § 21104, see 49 U.S.C. § 21104(e), and FRA’s hours of service regulation, specifically 49 CFR Part 228, and that section 33 of this Master Agreement does not apply to railroad signal employees concerning hours of service. (j) Railroad Safety. The Recipient agrees that a railroad subject to FRA’s safety jurisdiction must comply with the federal railroad safety laws.

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APPENDIX A
TRIBAL TRANSIT PROGRAM—APPLICABLE PROVISIONS
FTA recognizes that several provisions of this Master Agreement generally applicable to other programs do not apply to the Tribal Transit Programs or the Indian Tribes that are the Direct Recipients of federal assistance under those Programs. The following sections of this Master Agreement are not applicable to the Tribal Transit Programs:

Section 14(a)(1) and 14(b) – Private Enterprise
Section 22(e) – Relocation and Real Property
Section 27 – State Management and Monitoring Systems
Section 30 – Geographic Information and Related Spatial Data Section 37 – Special Notification Requirement for States However, this list is not intended to be comprehensive and FTA may determine that other provisions are not applicable depending upon the Underlying Agreement for the Tribal Transit or a Tribe having entered into a compact and funding agreement with the U.S. Department of Transportation pursuant to the Tribal Transportation Self-Governance Program (23 U.S.C. 207; 49 CFR Part 29).

Cost of Needs
N/A
$ -
Cost of Needs
$ -
Option Term Option Term

YEAR ONE YEAR TWO YEAR THREE YEAR FOUR YEAR FIVE
5,168 5,168 5,168 5,168 5,168
Exhibit D: Cost Proposal Sheet
(Fill-in Yellow Highlighted Cells)
Table 1: Scope of Work Task Pricing
Table 2: Equipment Purchases
Task 8: System Decommissioning and Site Restoration
Station Equipment
Task 1: Project Management
Description
Task 2: Design and Permitting
Costs proposed in this section shall not include the cost of the station equipment. Cost of the station equipment is to be included in Table 2.

The cost for all other elements of Task 2 will be included here.

Task 3: Installation
Task 4: Commissioning
Task 5: Training
Task 6: Maintenance and Support Services
Cost proposed in this section shall be the total cost for maintenance and support services, as outlined in Task 6, for the initial term of three years.

Task 7: Provision of Fuel
N/A as cost proposed in this section shall be included in Table 3.

Other Charges (must define and list below)
Estimated Annual Fuel Usage (kg)
Table 3: Fuel Charges
Maximum Not to Exceed Price

SUBTOTAL
Initital Term
Begins with Commmissioing of Station
Price of Product ($ per kg)

SUBTOTAL
Tube Trailer Rental ($ per month)
Taxes
Delivery Charge ($ per delivery)

SUBTOTAL

ATTACHMENT B

ATTACHMENT C
Proposal Request for City of Montebello
Air Products Proposal Paper
Submitted: Sept 11th, 2025
Maryalice Prescott
Business Development Manager
[email protected] (346) 241-2853

2 Executive Summary
Air Products is a world-leading industrial gases company in operation for over 80 years focused on serving energy, government, environmental and emerging markets. Air Products’ base business provides essential industrial gases, related equipment, and applications expertise to customers in dozens of industries. The company also develops engineers, builds, owns and operates some of the world's largest clean hydrogen projects supporting the transition to low- and zero-carbon energy in the heavy-duty transportation and industrial sectors.

Air Products is here to help make the energy transition happen. Our investment in new clean hydrogen production around the globe is creating an abundant supply of low and no-carbon hydrogen. With experience in infrastructure at every point of the value chain, we can decarbonize even the most challenging sectors of our world. Our solutions are designed to grow with your needs, powering projects from demonstrations to full fleet transitions.

As the world’s largest hydrogen supplier, Air Products has experience across the full value chain for hydrogen. The company’s technologies are used in over 1.5 million fuelings annually, including at numerous material handling locations, across 20 countries. An early leader in developing hydrogen fueling technology including the development of codes and standards for light-duty vehicles, Air Products has a deep depth of understanding of hydrogen and hydrogen for mobility applications. Air Products’ decades of expertise provide a solid foundation to design, install, and own and operate hydrogen production and fueling facilities.

Air Products as Partner
Air Products has more than 65 years of experience in production, transportation, and dispensing of hydrogen and globally is among the only suppliers who have a fully integrated value chain.

We meet and exceed established standards with multi-layered automated safety and security systems, integrity management and assessments, and proactive maintenance.

In addition to self-producing every molecule from a geographically diverse and growing network of hydrogen production sources, Air Products owns and maintains the largest global fleet of delivery trailers and pipelines to support customers. Further, Air Products offers a unique set of hydrogen refueling products that deliver the reliability and operability of traditional fueling stations and are designed with best-in-class technology to optimize efficient hydrogen utilization.

Air Products has prepared this proposal in the spirit of partnership that is aligned with the City of Montebello’s sustainability goals. Focus areas around a partnership include:
• The Air Products Safety First culture
• Unparalleled performance and efficiency across a value chain optimized for cost, efficiency and future growth.
• Service and support that reflects process improvement, resiliency planning and responsiveness. • A collaborative commercial structure that optimizes the City of Montebello’s operational and reliability requirements.

3 Project Experience
Air Products has hands-on operating experience at over 250 hydrogen fueling station projects worldwide. Examples of transit applications, including a temporary deployment in advance of a permanent fueling station, are highlighted below.

Orange County Transportation Authority
Air Products designed the entire fueling station for Orange County Transporation Authority (OCTA) and built and supplied the tank, vaporizer, compression, chilling, and dispensing as well. The station was commissioned in Q1-2020. This station was designed by Air Products to be a world-class bus fueling station that can fuel between 10-30 buses in 6-10 minutes with almost no equipment changes and up to fifty buses with only incremental capital additions. This fueling station contains our proprietary liquid hydrogen fueling pump which is a key enabler to achieve the required fill times.

Attribute Project To: AP was the DBE. Performed the General Contractor and Principal Engineer Roles.

4 Project Name: OCTA Transit Agency
Project Location (City, State): Santa Ana, CA
Owner Agency Name: OCTA
Owner Contact Name: Cliff Thorne
Owner Street Address: 4301 E. MacArthur Blvd.

City, ST, Zip: Santa Ana, CA 92704
Owner Contact Phone Number: 714-560-5975
Owner Contact Email:

Project Delivery Method: Design-Bid-Build
Contract Value at Time of Award: $ 4,400,000
Final Contract Value: $ 4,800,000
Scheduled Completion Date at Award: 9/2019
Number of Time Extensions:2
Total Number of Days Extended:60
Contract End Date: 1/2023
Actual Completion Date: 12/2019
Date of Recorded Notice of Completion: 12/2019
General Contractor: APD and Chemicals
Scheduled Completion Date at Award: 12/2019
Principal Engineer: APD and Chemicals
Principal Design: APD and Chemicals
Description of Project: APD designed (civil, mechanical, electrical) the entire fueling station for Orange County Transportation Authority (OCTA) and built and supplied the tank, vaporizer, compression, chilling, and dispensing equipment. The H2 system provides H35 fueling for FCEBs.

Capacity to support 2,500 kgs/day.

Relevancy to this Project: The OCTA project employed APD standard H35, Heavy Duty H2 Refueling Station equipment set. To meet VVTA’s H2 refueling criteria, AP will utilize the standard H35 equipment set employed at OCTA and add H70 dispensing capability. The H70 dispensing equipment will come from AP’s standard H70 H2 Refueling Station design for light duty vehicles. AP provides O&M at OCTA and will provide the same level of support for the VVTA equipment set.

Scope of Services: AP was the DBE as defined by VVTA’s SOQ. AP provided the equipment, acted as General Contractor for the installation and AP commissioned the equipment. AP provided all information necessary obtain the necessary permits. AP is providing the H2 molecule.

Responsible Firms Role: AP provided the equipment, mechanical design, electrical design, general contractor role, AP commissioned the equipment. Air Products subcontracted out civil design, electrical engineering permitting support, mechanical and electrical installation.

AP provides all construction documents. When needed, AP hires subcontractors that meet AP’s stringent safety performance and technical capabilities requirements. AP is onsite during the installation period acting as a general contractor, providing engineering support and providing safety & quality verification checks.

Contract Amount, Change Orders: There were $400,000 in change orders mostly associated with additional equipment. The project was completed approximately 60 days past the original timeline.

Contract Schedule: Project meet the “Completed Project” status in 1/20/2020.

Claims and Liquidated Damages: No liquidated damages were assessed.

Design-Build Entity Key Personnel: AP’s Engineering Department provided all design/construction/operation/safety documents. The disciplines involved: safety supervisor,

5 general field supervisor, CAD designer, following engineering disciplines (machinery, process controls, product, project, safety, electrical).

APD will utilize members of both the project and product engineering organization to execute the design and construction of the proposed project:
• The project engineering group is composed of 14 engineers, 3 of which are dedicated to hydrogen fueling station projects.
• The product engineering department is comprised of 20 personnel with specific experience in process design, pressure vessel specification, process controls and operations support. More than 50 US patents have been issued to members of this team and to others within APD, including patents that are cited in the SAE J2601 (2014) standard for light-duty vehicle fueling.

A total of less than 5% of project and 15% of product engineering resources will be allocated to this project, which is adequate to successfully perform the scope of work. It is possible that personnel changes may occur during the term of the project. APD will notify VVTA of any changes to key personnel, provide VVTA upon request with a resume for the new team member and will respond to any questions that VVTA may raise regarding such change.

Self-Performance and Participation by Design-Build Team Members: To highlight AP’s project experience and capabilities in the H2 market, AP has announced $12.8 billion dollars in projects in which AP is the DBE. The announcements are listed on “airproducts.com”, under “sustainability in action.” Our success in the DBE realm is supported by our safety performance data provided in Form E.

AP was the DBE for OCTA. AP provided all design documents, procedures, safety checks, quality checks, engineering support, on-site supervision of subcontractors. The subcontractors area of discipline: civil infrastructure, electrical and refrigeration.

Permitting and Compliance: AP produces over 200,000 kgs/day of H2 in California. There are three plants located in CA. Each plant requires numerous permits each year for a variety of reasons. Based on our activities in California, we have demonstrated the ability to work with AHJ in order to obtain the necessary permits. AP provides all documents and design support in order to obtain a permit. We have the ability to react/respond to AHJ questions in a quick manner as AP has the institutional knowledge.

Design and Construction Management Techniques: From a project management approach, APD has designed a project management process which utilizes detailed engineering procedures with specific work instructions which results in smooth transitions between project activities and on-time/onbudget results:

Project Management Role
Contract Management EPC Contractor Management
Project Change Management Land, Environmental, Permitting Project Launch and Coordination Project Close-out and Warranty Project Execution (incl. Risk Management) Quality and Health & Safety Management Project Controls Role
Project Controls and Reporting Global Resource Planning Work instructions includes reports covering:

Project Performance Engineering Performance
Procurement Progress Project Cost Forecasting
Manufacturing Progress Commissioning Progress

6 Construction Management Role
Execution Strategy Preparation of Contract Packages
Contractor Safety Management Cost and Claims Management Materials Management Safety
Plant Commissioning and Start-up Role
Estimating Input to Design
Execution Strategy Field Punch List Management
Training Requirements Facility Completion Plan
Stark Area Regional Transit Authority
Air Products built and commissioned a liquid
hydrogen based bus fueling station for the Stark
Area Regional Transit Authority (SARTA) in Canton,
OH. This fueling station was commissioned in
October 2016 and is designed to fuel 10 buses per
day with the potential for expansion if needed. A
combination of liquid storage, Air Products’
cryogenic hydrogen compressors and dispensers,
and delivered liquid hydrogen brings decades of
experience together for SARTA as they bring zeroemissions transportation to the state of Ohio.

Attribute Project To: AP was the DBE. Performed the General Contractor and Principal Engineer Roles.

Project Name: Stark Area Regional Transit Authority
Project Location (City, State): Canton OH
Owner Agency Name: SARTA
Owner Contact Name: Kirt Conrad
Owner Street Address: 1600 Gateway Blvd.

City, ST, Zip: Canton, OH 44707
Owner Contact Phone Number: 330-458-1047
Owner Contact Email:

Contract Value at Time of Award: $ 6,000,000
Final Contract Value: $ 6,100,000
Scheduled Completion Date at Award: 9/2016
Number of Time Extensions:1

7 Total Number of Days Extended:30 days
Contract End Date:original was 10/2021,
Actual Completion Date: 10/2016
Date of Recorded Notice of Completion:10/2016
General Contractor: SARTA responsibility
Scheduled Completion Date at Award:9/2016
Principal Engineer: APD and Chemicals
Principal Design: APD and Chemicals
Description of Project: Install a H35 hydrogen refueling station to support FCEBs. Capacity to support 1,000 kgs/day. As a testament to the reliability of the H2 supply system, AP is in the process of adding onsite storage volume as well as adding H70, retail fueling capability.

Relevancy to this Project: The SARTA project employed APD standard H35, Heavy Duty H2 Refueling Station equipment set. To meet VVTA’s H2 refueling criteria, AP will utilize the standard H35 equipment set employed at SARTA and OCTA and add H70 dispensing capability. The H70 dispensing equipment will come from AP’s standard H70 H2 Refueling Station design for light duty vehicles. AP provides O&M at SARTA and OCTA and will provide the same level of support for the VVTA equipment set.

Scope of Services: AP was the Design Operate Entity. AP provided all information required to obtain the necessary permits. AP provided the construction package to SARTA to enable SARTA to complete their scope of work (electrical and civil). AP performed the setting of equipment, mechanical, commissioning and site supervision. SARTA acted as General Contractor and they were responsible for electrical and civil. AP is providing the H2 molecule.

Responsible Firms Role: AP was the Design Operate Entity. SARTA’s scope of work was to complete the civil and electrical portion of the project. AP is onsite during the installation period providing engineering support and providing safety & quality verification checks.

Contract Amount, Change Orders: Two reasons for changes orders and schedule extension:
permit process and SARTA design changes. With regards to the permit process, the H2 refueling system was the first of its kind in the area. Therefore, the AHJ had no experience with H2. With regards to design changes, SARTA moved the H2 backpad location to allow for future H70 retail sales.

Contract Schedule: Project meet the “Completed Project” status in 10/2021.

Claims and Liquidated Damages: No liquidated damages were assessed.

Design-Build Entity Key Personnel: Please refer to comments made in Project 1.

Self-Performance and Participation by Design-Build Team Members: Please refer to comments made in Project 1.

Permitting and Compliance: Permitting was a challenge as the H2 system was the first of its kind for the AHJ. The project delay of 30 days was partially tied to the time associated with obtaining a permit.

Design and Construction Management Techniques: Please refer to comments made in Project 1.

Alameda-Contra Costa Transit District
Air Products used its diverse portfolio of hydrogen fueling technologies to provide the Alameda-Contra Costa Transit District (AC Transit) bus system in the San Francisco Bay Area a temporary hydrogen station. AC Transit looked to Air Products for solutions to provide hydrogen and infrastructure

8 technology to get the newest generation of zero emission buses on the road before a permanent fueling station was available. Air Products installed two of its self-contained mobile fuelers and additional highpressure storage capacity, all at approximately 350 bar (5,000 psi), at AC Transit’s Oakland, Calif.

Operating division. The station employed a hydrogen delivery concept capable of dispensing either liquid or gaseous hydrogen, at very high pressure, depending on a specific customer’s need. The mobile fueling technology is able to dispense hydrogen to the buses without the need for a utility hook-up as solar panels on the top of the fuelers provide the electrical power for the dispensing unit.

Project Team:

Steve Hoffman, Technology and Reliability Manager:

Steve Hoffman has over 24 years of experience providing customer focused engineering solutions prioritizing safety. He provides technical oversight and operational support for the commercial, engineering, operations, and process safety teams in the areas of hydrogen storage, transportation, fueling, and application development.

After graduating from the University of Pittsburgh with a Bachelor of Science Degree in Mechanical Engineering, Steve has worked across CNG/LNG, electronics, and industrial gas applications, with most of the time spent supporting hydrogen fueling infrastructure development in the early years of the industry. Engineering responsibilities for H2 fueling stations included equipment design, permitting, installation, operations, sales support, and internal/external training functions. His active codes and standards involvement includes the Compressed Gas Association Hydrogen Technologies Committee, NFPA 2 Task Groups, and internal safety committees where he continues to contribute his expertise to the evolving field of H2 technology.

Jorge Nessi, Operations Engineer:

Mr. Jorge Nessi is a Senior Operations Engineer with the Air Products Advanced Systems team, specializing in hydrogen fueling deployments for commercial, industrial, material handling, transit, and rail applications. Since joining Air Products in 2013, Mr. Nessi has led initiatives to enhance safety, performance, and customer satisfaction. These include establishing temporary supplies, commissioning permanent systems, and supporting ongoing site operations across the United States and Canada. Mr.

Nessi is recognized for his collaborative approach and commitment to continuous improvement. He holds a B.S. in Chemical and Biomolecular Engineering from the Georgia Institute of Technology.

Jose Sabado, Operation Lead:

Jose Sabado VI is the Operations Lead for the Advanced Systems group at Air Products, bringing over 20 years of experience in hydrogen fueling and fleet maintenance. He leads strategic and tactical operational initiatives with a strong focus on safety, reliability, and operational efficiency. Jose holds a Bachelor of Science degree in Business Management and is a proud veteran of the United States Navy.

9 Michael Richardson, Driver Safety and Training Specialist Mr. Michael Richardson is a Senior Driver Safety Training Specialist with the Air Products Driver Safety Team, He has been with Air Products for 8 years, also bringing 30 years of experience in the petroleum industry. He specializes in conducting site inspections to ensure safe access for delivery equipment at both current and prospective customer locations. In addition, he manages driver qualifications and certifications for the transport of gaseous and liquid hydrogen, along with all atmospheric products.

With deep expertise in State and Federal DOT regulations as well as NFPA standards, Mr. Richardson trains and certifies drivers to maintain the highest levels of compliance and safety. He also conducts road, delivery, ergonomic, and yard observations to evaluate performance and reinforce best practices.

Through his leadership, Mr. Richardson helps ensure Air Products’ operations are conducted with the utmost commitment to driver safety, regulatory compliance, and operational excellence.

Safety
Air Products Global EH&S Policy
The Environmental, Safety and Public Policy Committee of our Board of Directors has the highest level of accountability for our global EH&S policy. Adherence to the policy is a responsibility and a condition of employment for every individual at Air Products.

We will be an industry leader in environmental, health and safety and are committed to the following basic principles in managing our businesses worldwide:
 Compliance with all applicable environmental, health, and safety laws and regulations  Continual improvement in health, safety and security performance, with the ultimate goal of zero injuries
 Continual reduction of the environmental impact of our operations, with the ultimate goal of reducing emissions of toxic and hazardous materials to zero  Design and operation of our plants and facilities in a manner that protects the environment and the health, safety and security of our employees, contractors and the public  Development and production of products that can be manufactured, distributed, used and recycled or disposed of in a safe, secure and environmentally sound manner  Open discussion of our environmental, health, and safety practices and performance  Active participation in Community Advisory Panels (CAPs) and similar organizations in the communities in which we operate.

The Air Products team is uniquely qualified because of our unequaled experience in hydrogen safety, production and fueling into a broad range of vehicles and applications. Our personnel have decades

10 of experience designing, installing, and operating high pressure hydrogen systems. Our extensive experience as a leading industrial gas and hydrogen fueling station provider enables Air Products to have seasoned operation, fleet, engineering, and technical support teams to address any issue should it arise. Our Americas Hydrogen for Mobility Operations Manager has a team of project managers, field support engineers and technicians who are all specially trained to support fueling infrastructure.

Air Products recognizes that safe operation of hydrogen systems is of utmost importance to our customers. The overall safety philosophy for hydrogen production, including design, operation, training, and maintenance will be based on the experience gained from 1,300 years equivalent of hydrogen plant operating experience.

The modern approach to safety includes four major elements:

1. Inherently safe system design

2. Protective systems designed into the system

3. Safe operation of systems, including regular maintenance and inspection to verify proper operation of safety equipment

4. Thorough training of operators and review of proper Personal Protective Equipment In designing, constructing, and installing the temporary fueling system, the team will develop comprehensive fire, safety, and environmental compliance plans. The overall compliance plan will be based on detailed HAZOP analysis performed on the integrated system. The HAZOP technique is widely utilized and accepted as a means for identification of hazards. All participants in the project will develop adequate plans for their respective components.

An onsite Operational Readiness Inspection (ORI) will be performed before startup to validate that all recommendations have been implemented and to ensure the system was constructed properly and consistent with the design.

Air Products has also taken a lead role within the industry with our KnowH2® Safety Training and participation in National and International Codes and Standards Committees. We’ve provided detailed safety and operations training to hundreds of customers and developed course modules covering a wide range of topics from Hydrogen Properties to Vehicle Fueling Considerations. Training for our customers is an integral part of furthering the cause of safe, reliable operation of hydrogen systems.

Supply Chain Capabilities
Reliable hydrogen supply is essential to excel in today’s marketplace and Air Products recognizes this need. Air Products is vertically integrated in the production, distribution and dispensing of hydrogen.

Being the entity responsible for all aspects of hydrogen has enabled Air Products to continually meet the stringent safety and reliability expectations of our hydrogen customers.

11 As the world’s largest commercial liquid hydrogen producer, Air Products has a network of distribution facilities located strategically throughout North America. Our network of hydrogen plants assures each primary production plant is backed up with secondary product sources to help maintain reliable supply.

Additionally, Air Products uses reliable natural gas feedstock in existing plants, rather than process waste streams which can decrease reliability to end users. Air Products represents approximately 30- 40% of the current North American Liquid Hydrogen capacity.

As the world leader in producing and supplying on-purpose merchant hydrogen, Air Products is dedicated to assisting the City of Montebello meet their low-carbon future goals while ensuring reliable supply. Our continental liquid hydrogen supply network has been operating for over 60 years, and we are currently under construction with industry-leading investments in green and blue hydrogen to meet customer demand and lead the energy transition.

The Air Products Solution:

12

13 PROCESS FLOW DIAGRAM AND DESCRIPTION

14 Fuel Sourcing and Reliability
The primary source of supply for the temporary station is the Air Products’ hydrogen production facility in Wilmington, CA, about 23 miles from Montebello. Since 2015, this facility has been producing hydrogen that is being supplied to stations such as the light-duty stations throughout California.

A backup source of hydrogen is available from an Air Products transfill facility located in Long Beach, CA. A second transfill is also available at a facility in Santa Clara, CA. These locations are supplied via liquid hydrogen but compress and fill trailers with gaseous hydrogen, which is a totally independent supply chain from the Wilmington complex, thus providing unmatched reliability in sourcing hydrogen to the district.

Technical Description: see Attachment A
The Proposal:

Category Price Comments
Molecule Price $14.00/kg
Monthly Service
Charge
$26,090 AP owns title to the equipment and maintains the equipment (preventative and corrective maintenance)
for the mobile fueler and CT450 delivery trailer.

Drop Fee $310 Fee for each delivery of H2 via the CT450. The forecast is 5 to 6 drops per month.

15 Conclusion
In summary, Air Products offers the City of Montebello an unparalleled alliance in hydrogen. Through Air Products’ safety and standards expertise, current and future production network, and unrivaled, reliable fueling technology, the City of Montebello can feel confident in a thoughtful and accelerated path to sustainability in the mobility sector.

The Air Products’ proposal was prepared with safety, reliability, and operability at the center. It is focused on identifying a path for mutual success through collaboration, growth and continuous improvement. To meet our future energy goals, we need to make big commitments aligned with our missions and core values. Air Products invites City of Montebello to take the first of many steps together on a path towards a cleaner, more sustainable future.

Thank you for your consideration,

ATTACHMENT D

CITY OF MONTEBELLO
PROFESSIONAL SERVICES AGREEMENT NO. 4426

WITH AIR PRODUCTS AND CHEMICALS, INC
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into on November 12, 2025 (“Effective Date”), by and between the CITY OF MONTEBELLO, a California municipal corporation (the “CITY”) and AIR PRODUCTS AND CHEMICALS, INC. (the “VENDOR”). The CITY and the VENDOR are sometimes referred to herein individual as the “Party,” and jointly as the “Parties.”

RECITALS
WHEREAS, the CITY desires to retain a qualified professional vendor to provide a temporary hydrogen refueling solution in the CITY; and WHEREAS, the VENDOR represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

WHEREAS, VENDOR responded to CITY’s Request for Proposals dated July 31st, 2025 (RFP No. 25-12), as such is set forth fully in Exhibit “A” hereto and incorporated fully herein by this reference (hereinafter “VENDOR’s Proposal”).

NOW THEREFORE, in consideration of performance by the Parties of the covenants and conditions herein contained, the Parties hereto agree as follows:

SECTION 1. INCORPORATION OF RECITALS AND OTHER CONTRACT

DOCUMENTS
a. The above-referenced Recitals constitute a material part hereof and shall hereby be incorporated by reference. Moreover, this Agreement consists of the following documents, in order of precedence, all of which are incorporated herein and made part of this Agreement, as though fully set forth herein:
a. This Agreement.
b. RFP No. 25-12, attached hereto as Exhibit “A.”
c. VENDOR’S Proposal to RFP No. 25-12 dated July 31, 2025, attached hereto as “Exhibit “B”.
d. VENDOR’S “Schedule of Compensation” to RFP No. 25-12 dated October 22, 2025, attached hereto as “Exhibit “C”.
e. All other documents, including but not limited to all applicable bonds, insurance certificates, permits, notices, schedules, forms, certifications, and affidavits.
b. These documents shall be collectively referred to herein as the “Contract Documents.” In the event of a conflict among the Contract Documents, the order of precedence list above shall apply.

SECTION 2. SERVICES / COMPENSATION.
a. All terms, conditions, requirements, and provisions of the Request for Proposals for RFP No. 25-12 in the City of Montebello Issued 7/31/2025 (“Request

PROFESSIONAL SERVICES AGREEMENT NO. 4426

for Proposals”), as such is set forth fully in Exhibit “A” hereto, are hereby incorporated fully herein by this reference and shall be binding on the Parties. To the extent of a conflict between the terms of this Agreement and that set forth in any exhibits or attachments hereto, the terms of this Agreement shall govern. b. The VENDOR shall provide to the CITY all labor, equipment, materials and incidental necessary to provide a Temporary Hydrogen Refueling Solution as set forth fully in the Request for Proposals, as such is set forth fully in Exhibit “A” hereto and incorporated fully herein by this reference (hereinafter “Professional Services”).
c. The VENDOR shall be compensated a sum not-to-exceed ONE MILLION TWO HUNDRED TWELVE THOUSAND NINETY-SIX DOLLARS ($1,212,096) for performance of the Professional Services as set forth in the Schedule of Compensation attached hereto as Exhibit “C” and incorporated fully herein by this reference (“Compensation”). The VENDOR shall provide an itemized billing statement to the CITY each month for Professional Services performed. The VENDOR shall no incur fees or costs which exceed the Compensation without the prior written consent of the CITY.

SECTION 3. TERM.
a. This Agreement shall commence upon issuance of a written “Notice to Proceed” (as further defined below) by the CITY and shall expire three (3) years from the Effective Date, unless terminated earlier as hereinafter provided. This Agreement may be extended for up to two (2) one-year extensions upon such terms and conditions mutually agreed upon by the Parties in writing. b. Notice to Proceed. Any work or service contemplated under this Agreement shall not commence until the CITY has issued a written Notice to Proceed issued by CITY’s applicable, department head.

SECTION 4. PERFORMANCE.
a. The VENDOR shall at all times, faithfully, competently, and to the best of its ability, experience, and talent, perform all tasks described herein. b. The VENDOR shall employ, at a minimum, generally accepted standards and practices utilized by companies engaged in providing similar services, as are required of Vendor hereunder, in meeting its obligations under this Agreement. c. The VENDOR shall be knowledgeable of and subject to all CITY ordinances, rules and regulations, standard operating procedures, and the supervisory chain of command.
d. The VENDOR shall have the right to retain, subject to the CITY's approval, additional individuals, vendors or subvendors to assist in the completion of services as herein defined. Compensation for additional individuals, vendors or subvendors shall be the sole and exclusive responsibility of the VENDOR. e. The VENDOR shall retain all original reports, field and office notes, correspondence, calculations, maps, and other documents specifically related to the services provided by the VENDOR pursuant to this Agreement, other than documents which are exempt from disclosure pursuant to the attorney-client

PROFESSIONAL SERVICES AGREEMENT NO. 4426

privilege or any other law. Said documents shall be made available for inspection by the CITY upon request.

SECTION 5. WORK PRODUCT.
a. The VENDOR hereby agrees that all work product produced pursuant to this Agreement, and provided to the CITY during and upon completion of this Agreement, shall be the property of the CITY, and ownership of said work product shall be retained by the CITY. The VENDOR may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by the VENDOR.
b. All data, documents, discussion, or other information developed or received by the VENDOR or provided for performance of this Agreement are deemed confidential and shall not be disclosed by the VENDOR without prior written consent by the CITY. The CITY shall grant such consent if disclosure is legally required. All such written products shall be returned to the CITY upon the termination or expiration of this Agreement. The VENDOR agrees that the covenants contained in this Section shall survive the expiration or termination of this Agreement.

SECTION 6. EXTRA SERVICES.

No extra services over and above the Compensation shall be rendered by the VENDOR under this Agreement unless such extra services first shall have been duly authorized in writing by the CITY’s City Manager (the “City Manager”).

SECTION 7. CITY SUPERVISION.

The City Manager shall have the right of general supervision of all work performed by the VENDOR and shall be the CITY’s agent with respect to obtaining the VENDOR’s compliance hereunder. No payment for services rendered under this Agreement shall be made without the prior approval of the City Manager.

SECTION 8. TERMINATION.

In the event that either Party hereto fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, the non-defaulting party shall give the defaulting party written notice of the default, the nature of the default, and of the steps necessary to cure the default.
a. Termination for Cause. In the event that any of the provisions of the Agreement are violated by either party, the non-defaulting Party may terminate the Agreement by serving written notice upon the other Party, listing the violation(s) and its intent to terminate such Agreement unless within ten (10) days after the serving of such notice, such violation shall cease or be rectified, the contract shall upon the expiration of an additional thirty (30) days cease and terminate. Violations by the VENDOR which cannot be corrected within ten (10) days, said contract shall at the option of the CITY cease and terminate upon the giving of like notice. In the event of any such termination for default by the VENDOR, the CITY may take over the work and prosecute the same to completion by contract or otherwise for the account and at the expense of the VENDOR. The VENDOR and his sureties shall be liable to the CITY for any excess cost occasioned in the event of any such termination.

This change shall not be construed to prevent the termination, for other causes authorized by law or other provisions of this contract. In the event of a termination

PROFESSIONAL SERVICES AGREEMENT NO. 4426

for cause, the VENDOR shall only be entitled to the Compensation for those Professional Services satisfactory performed on or before the effective date of termination.
b. Termination for Convenience. The CITY shall have the option, at its sole discretion and without cause, to terminate this Agreement in whole, or in part, by giving ten (10) business days’ written notice to the VENDOR. Upon the termination of this Agreement as provided herein, the CITY shall provide to the VENDOR the part of Compensation which would otherwise be payable to the VENDOR for services the VENDOR had completed as of the date of termination, less the amount of all previous payment with respect to the Compensation. Further, upon such a termination for convenience by the CITY, the Parties agree that the VENDOR shall be reimbursed for any “non-refundable” costs that the VENDOR has incurred for its services under this Agreement, provided that: (1) such “non- refundable” costs were incurred by the VENDOR prior to the date of termination, and (2) that the VENDOR provides the CITY with adequate proof that the VENDOR incurred the costs, and is unable to be seek a refund for such costs. Such “non-refundable” costs may include, but are not limited to, travel reservations incurred by the VENDOR for its performance of services under this Agreement. The VENDOR agrees to cease all work under this Agreement on or before the effective date of any notice of termination.

SECTION 9. EMPLOYMENT OF CITY EMPLOYEES.

No regular employee of the CITY shall be employed by the VENDOR during the term of this Agreement.

SECTION 10. NON-LIABILITY OF CITY OFFICIALS AND EMPLOYEES.

No official or employee of the CITY shall be personally liable to the VENDOR in the event of any default or breach by the CITY, or for any amount which may become due to the VENDOR.

SECTION 11. INDEPENDENT VENDOR.
a. The VENDOR is and shall, at all times, remain as to the CITY a wholly independent vendor. Neither the CITY nor any of its elected officials, officers, employees, or agents shall have control over the conduct of the VENDOR except as expressly set forth in this Agreement. The VENDOR shall not at any time or in any manner represent that he or she is in any manner an elected official, officer, employee, or agent of the CITY. No employee benefits shall be available to the VENDOR in connection with the performance of this Agreement. Except as provided in this Agreement, the CITY shall not pay salary, wages, or other compensation to the VENDOR for performance hereunder for the CITY, the CITY shall not be liable for compensation to the VENDOR, the VENDOR’s employees or the VENDOR’s subvendors for injury or sickness arising out of performing services hereunder.
b. The parties further acknowledge and agree that nothing in this Agreement shall create or be construed to create a partnership, joint venture, employment relationship or any other relationship except as set forth in this Agreement. c. The CITY shall not deduct from the Compensation paid to the VENDOR any sums required for Social Security, withholding taxes, FICA, state disability

PROFESSIONAL SERVICES AGREEMENT NO. 4426

insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter enacted or required as a charge or withholding on the compensation paid to the VENDOR. The CITY shall have no responsibility to provide the VENDOR, its employees or subvendors with workers’ compensation insurance or any other insurance.

SECTION 12. CalPERS ANNUITANTS AND ELIGIBILITY INDEMNITY. a. If the VENDOR is a California Public Employees’ Retirement System (“CalPERS”) annuitant, the VENDOR must provide the City with written notification of such fact a minimum of 14 calendar days prior to commencement of services under this Agreement. Failure to provide such notification may result in termination of the Agreement, and any penalties or other costs relating thereto shall be borne by the VENDOR. If this Agreement remains in place, the VENDOR shall execute any amendment(s) to this Agreement requested by the City in order to comply with all laws and regulations applicable to CalPERS annuitants. b. In the event that the VENDOR or any employee, agent, or subvendor of the VENDOR providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the CITY, the VENDOR shall indemnify, defend, and hold harmless the CITY for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of the VENDOR or its employees, agents, or subvendors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the CITY. c. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, the VENDOR and any of its employees, agents, and subvendors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by the CITY, including but not limited to eligibility to enroll in PERS as an employee of the CITY and entitlement to any contribution to be paid by the CITY for employer contribution and/or employee contributions for PERS benefits.

SECTION 13. LEGAL RESPONSIBILITIES.

The VENDOR shall at all times observe and comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local governments including, but not limited to the Montebello Municipal Code. The CITY, and its appointed or elected officers, employees, or agents, shall not be liable at law or in equity occasioned by failure of the VENDOR to comply with this section.

SECTION 14. INDEMNIFICATION.

The VENDOR agrees to, and shall defend, indemnify, protect and hold harmless, the CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers from and against any and all claims, demands, lawsuits, defense costs, civil, penalties, expenses, causes of action, and judgments at law or in equity, or liability of any kind or nature which the CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers may sustain or incur or which may be imposed upon them for injuries or deaths of persons, or damage to property arising out of the VENDOR’s negligent or wrongful act, or omission under the terms of this Agreement, except only liability arising out of the sole negligence

PROFESSIONAL SERVICES AGREEMENT NO. 4426

of the CITY.

SECTION 15. INSURANCE COVERAGE.
a. During the term of this Agreement, the VENDOR shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with VENDOR’s performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:
 Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis for bodily injury and property damage, including products-completed operations, personal injury, and advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, the limit shall be twice the required occurrence limit.
 Automobile Liability Insurance: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if VENDOR has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.  Worker's Compensation insurance as required by the laws of the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
 Professional Liability insurance appropriate to the VENDOR’S profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.
b. If the VENDOR maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the VENDOR.
c. The VENDOR shall require each of its subvendors, if any, to maintain insurance coverage that meets all of the requirements of this Agreement. d. The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a current rating of at least A:VII in the latest edition of Best's Insurance Guide.
e. Each insurance policy required above shall state that coverage shall not be canceled, except after thirty (30) days’ prior written notice (ten [10] days for non-payment) has been given to the CITY. The VENDOR agrees that if it does not keep the aforesaid insurance in full force and effect the CITY may either (i) immediately terminate this Agreement for Cause; or (ii) take out the necessary insurance and pay, at the VENDOR’s expense, the premium thereon. f. Evidence of Insurance prior to commencement. The Vendor shall provide to the CITY Certificate(s) of Insurance evidencing such coverage together with copies of the required policy endorsements no later than five (5) business days prior to commencement of service and at least fifteen (15) business days prior to

PROFESSIONAL SERVICES AGREEMENT NO. 4426

the expiration of any policy. Unreasonable failure to provide such evidence may be cause for termination of the Agreement as provided herein or delay the services’ commencement date. The evidence of insurance shall be U.S. mail or email to:

City of Montebello
Attn: Principal Risk Officer
1600 West Beverly Boulevard
Montebello, CA 90640
Email: [email protected]
Coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non-renewed, or materially changed for any reason, without thirty (30) days prior written notice thereof given by the insurer to the CITY by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case ten (10) days prior notice shall be provided.
g. Evidence of Insurance during the entire term of the Agreement. At all times during the term of this Agreement, the VENDOR shall maintain on file with the CITY’s Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and naming the CITY as an additional insured. The VENDOR shall, prior to commencement of work under this Agreement, file with the CITY’s Risk Manager such certificate(s). h. The VENDOR shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two (2) weeks prior to the expiration of the coverages. i. The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming the CITY, its officers, employees, agents and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to the CITY. The VENDOR agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.
j. The insurance provided by the VENDOR shall be primary to any coverage available to the CITY. Any insurance or self-insurance maintained by the CITY, its officers, employees, agents, or volunteers, shall be in excess of VENDOR’s insurance and shall not contribute with it.
k. All insurance coverage provided pursuant to this Agreement shall not prohibit the VENDOR, and VENDOR’s employees, agents or subvendors, from waiving the right of subrogation prior to a loss. The VENDOR hereby waives all rights of subrogation against the CITY.
l. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, the VENDOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to the CITY, or the VENDOR shall procure a bond guaranteeing payment of losses and expenses.

PROFESSIONAL SERVICES AGREEMENT NO. 4426

m. Procurement of insurance by the VENDOR shall not be construed as a limitation of the VENDOR'S liability or as full performance of VENDOR’s duties to indemnify, hold harmless and defend under the indemnity covenants of this Agreement.

SECTION 16. SUBCONTRACT, ASSIGNMENT OR DELEGATION.

The VENDOR shall not subcontract, delegate, or assign its duties or rights hereunder, either in whole or in part, without the prior written consent of the CITY.

Any proposed subcontract, delegation, or assignment shall provide a description of the services to be covered, identification of the proposed sub-vendor, delegee, or assignee, and an explanation of why and how the same was selected, including the degree of competition involved.

Any subcontract, delegation or assignment shall be made in the name of the VENDOR and shall not bind or purport to bind the CITY and shall not release the VENDOR from any obligations under this Agreement including, but not limited to, the duty to properly supervise and coordinate the work of employees, assignees, delegees or sub-vendors. No such subcontract, delegation or assignment shall result in any increase in the amount of total compensation payable to the VENDOR under the Agreement.

SECTION 17. NO WAIVER.

Waiver by any party hereto of any term, condition or covenant of this Agreement shall not constitute the waiver of any other term, condition, or covenant hereof.

SECTION 18. DISPUTE RESOLUTION; GOVERNING LAW.

Disputes regarding the interpretation or application of any provision(s) of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the Parties. If any action at law or in equity is brought to enforce this Agreement or because of alleged dispute, breach, default or misrepresentation in connection with the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney’s fees, expert fees, costs and necessary disbursements incurred in that action or proceeding, in addition to such other relief as may be sought and awarded. The venue for any litigation shall be County of Los Angeles, California. The Parties agree that the covenants contained in this Section shall survive the expiration or termination of this Agreement.

SECTION 19. ATTORNEY’S FEES AND COSTS.

If litigation is reasonably required to enforce or interpret the provisions of this Agreement, the prevailing party in such litigation shall be entitled to an award of reasonable attorney's fees and costs in addition to any other relief to which it may be entitled.

SECTION 20. WARRANTIES.

Each of the parties represents and warrants to one another as follows:
a. It has received independent legal advice from its attorneys with respect to the advisability of entering into and executing this Agreement;

PROFESSIONAL SERVICES AGREEMENT NO. 4426

b. In executing this Agreement, it has carefully read this Agreement, knows the contents thereof, and has relied solely on the statements expressly set forth herein and has placed no reliance whatsoever on any statement, representation, or promise of any other party, or any other person or entity, not expressly set forth herein, nor upon the failure of any other party or any other person or entity to make any statement, representation or disclosure of any matter whatsoever; and c. It is agreed that each party has the full right and authority to enter into this Agreement, and that the person executing this Agreement on behalf of either party has the full right and authority to fully commit and bind such party to the provisions of this Agreement.

SECTION 21. MISCELLANEOUS.
a. The descriptive paragraph headings of this Agreement are included for purposes of convenience only and shall not control or affect the construction of interpretation of any of its provisions.
b. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female gender, and the neuter and vice versa.
c. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein.
d. The representations and warranties made by the parties to this Agreement shall survive the consummation of the transaction herein described. e. This Agreement may be signed in any one or more counterparts all of which taken together shall be but one and the same Agreement. Any signed copy of this Agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile transmission, shall for all purposes be treated as if it were delivered containing an original manual signature of the party whose signature appears in the facsimile and shall be binding upon such party in the same manner as though an originally signed copy had been delivered. f. Each of the parties acknowledges that it has been represented by independent counsel of its own choosing, or if it has not been so represented, it has been admonished to obtain independent counsel and has freely and voluntarily waived and relinquished the right to counsel. Each party who has not obtained independent counsel acknowledges that the failure to have independent legal counsel will not excuse such party’s failure to perform under this Agreement or any agreement referred to in this Agreement.

SECTION 22. NOTICE.

All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered via email (an “Electronic Notice” as further defined below), personally or on the second (2nd) business day after the deposit thereof in the United States mail, postage

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prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals hereunder shall be given to the following addresses or such other addresses as the Parties may designate by written notice:

If to CITY: City of Montebello
Attn: Raul Alvarez, City Manager
1600 West Beverly Boulevard
Montebello, CA 90640
(323) 887-1200
Email: [email protected]
With a copy to: City of Montebello – Transportation Department Attn: John Soria, Director of Transportation
1600 West Beverly Boulevard
Montebello, CA 90640
(323) 887-1200
Email: [email protected]
If to Vendor: Air Products and Chemicals, Inc. (Air Products) Attn: Pep Valdes, Executive Vice President
3165 Garfield Avenue
Commerce, CA 90040
(888) 220-1282
Email: [email protected]
An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this section if sent to the electronic mail address specified above.

Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form.

SECTION 23. NON-DISCRIMINATION AND EQUAL OPPORTUNITY EMPLOYER.

In the performance of this Agreement, the VENDOR shall not discriminate against any employee, sub-vendor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, mental condition or sexual orientation. The VENDOR will take affirmative action to ensure that sub-vendor and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

SECTION 24. CONFLICT OF INTEREST.

The VENDOR covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by the VENDOR under this Agreement, or which would conflict in any manner with the performance of its services hereunder. The VENDOR further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, the VENDOR shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this Agreement.

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The VENDOR covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to the CITY as a result of the performance of this Agreement, or the services that may be procured by the CITY as a result of the recommendations made by the VENODR. The VENDOR's covenant under this section shall survive the termination of this Agreement.

SECTION 25. ENTIRE AGREEMENT.

This Agreement contains the entire understanding between the CITY and the VENDOR. Any prior agreements, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent modifications to this Agreement shall be effective only if in writing and signed by each party. If any term, condition, or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding.
[SIGNATURE PAGE TO FOLLOW]

PROFESSIONAL SERVICES AGREEMENT NO. 4426

IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. (“CITY”) (“VENDOR”)

CITY OF MONTEBELLO AIR PRODUCTS AND CHEMICALS,
INC. (AIR PRODUCTS)
Raul Alvarez, City Manager Maryalice Prescott, Business Development Manager
ATTEST:

Christopher Jimenez, City Clerk
APPROVED AS TO FORM:

Arnold M. Alvarez-Glasman, City
Attorney
EXHIBITS:
 Exhibit A – Request for Proposals for Services
 Exhibit B – Vendor’s Proposal
 Exhibit C – Schedule of Compensation (Best and Final Offer)

EXHIBIT “A”
Request for Proposals for Services

EXHIBIT “B”
Vendor’s Proposal

EXHIBIT “C”
Schedule of Compensation (Best and Final Offer)

ITEM # 27

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: Raul Alvarez, City Manager

BY: John Soria, Director
SUBJECT: AWARD AGREEMENT NO. 4427 TO STANTEC CONSULTING SERVICES INC., FOR DESIGN, ENGINEERING, AND CONSTRUCTION

SUPPORT SERVICES FOR A ZERO-EMISSION BUS FACILITY

UPGRADE
DATE: November 12, 2025
RECOMMENDATIONS:

It is recommended that the City Council:

1. Award Agreement No. 4427 to Stantec Consulting Services Inc. (Stantec Consulting), for a three-year (3) term with the option for renewal of up to two (2), additional one-year terms, for a total not-to-exceed amount of $296,591, for Design, Engineering, and Construction Support Services for a Zero-Emission Bus Facility Upgrade in response to Request for Proposals No. 26-06 (RFP No. 26- 06); and

2. Authorize the City Manager to execute and finalize Agreement No.4427 with Stantec on behalf of the City of Montebello; and

3. Authorize the City Manager to approve change orders up to an additional ten percent (10%) or $29,660 of the total agreement amount; and

4. Amend the Fiscal Year 2025-26 adopted operating budget to increase appropriations by $326,251 in Account No. 600-90-900-6040-96 (Transit Fund, Transit Administration, Contract Services —Engineering Design Services); and

5. Take such additional, related, action that may be desirable.

FISCAL IMPACT:

On October 28, 2025, Stantec Consulting submitted a cost proposal of $296,591 for Design, Engineering, and Construction Support Services for a Zero-Emission Bus (ZEB) Facility Upgrade (Attachment A). The agreement will be funded through an amendment

CITY COUNCIL AGENDA REPORT - MEETING OF NOVEMBER 12, 2025

to the Transportation Department’s Fiscal Year 2025-26 adopted operating budget, increasing appropriations by $326,251 in Account No. 600-90-900-6040-96: (Transit Fund, Transit Administration, Contract Services — Engineering Design Services).

BACKGROUND/DISCUSSION:

On September 25, 2025, the City published RFP No. 26-06 for Design, Engineering, and Construction Services for a Zero-Emission Bus Facility Upgrade (Attachment B). The scope of work included assessing site requirements, developing code-compliant design documents, securing the necessary approvals, and supporting construction activities to ensure MBL’s facilities are prepared for zero-emission bus operations. Proposals were due by October 28, 2025, with one (1) responsive submission received from Stantec Consulting.

On October 30, 2025, a three (3) member Evaluation Committee rated the proposal using criteria aligned with the project’s scope of work. The evaluation process considered factors such as cost, technical approach, and overall feasibility, ensuring the proposal was thoroughly and objectively assessed. The results of this review informed the selection of the most qualified vendor for the project. The Evaluation Committee produced scores based on the aforesaid criteria as follows:

Consultant Panel Score
Stantec Consulting Services Inc. 95.75%
ENVIRONMENTAL:

N/A
ANALYSIS:

Stantec Consulting was selected based on a review of the qualitative attributes: Project Management Plan, Proposed Project Team, Experience and Qualifications, Technical Approach, and Cost Proposal, presented in their proposal (Attachment C). The Evaluation Committee indicated that Stantec Consulting submitted a responsive and complete proposal. In addition, Stantec Consulting provided a comprehensive, quality proposal that demonstrated to the Evaluation Committee that they can meet the requirements outlined in RFP No. 26-06.

Stantec's team and management framework provides the necessary stability and proven capacity to execute a project of this scale effectively, minimizing disruption to ongoing operations. Stantec Consulting fields a well-organized, multi-disciplinary team whose collective knowledge has been honed by executing major ZEB infrastructure programs that meet the requirements outlined in RFP No. 26-06. The firm deploys a robust and

CITY COUNCIL AGENDA REPORT - MEETING OF NOVEMBER 12, 2025

well-executed strategic plan for project delivery, encompassing defined workflows for risk management, schedule control, and stakeholder communication from initial planning through final construction sign-off. Stantec Consulting has a proven track record working with public transportation agencies that operate fleets of hydrogen-powered buses that require ZEB facility upgrades, including Foothill Transit, RTC of Southern Nevada, and Victor Valley Transit. Acknowledging these facts, staff recommend that the City Council award Agreement No. 4427 to Stantec Consulting, in response to RFP No. 26-06.

SUMMARY:

Staff recommend the City Council award Agreement No. 4427, attached hereto in substantial form (Attachment D), to Stantec Consulting for Design, Engineering, and Construction Support Services for a ZEB Facility Upgrade, in response to RFP No. 26- 06, for a total not-to-exceed amount of $296,591 for an initial 3-year term with the option for renewal of up to two additional 1-year terms; authorize the City Manager to execute and finalize Agreement No. 4427 on the City’s behalf; authorize the City Manager to approve change orders up to an additional 10% of the total agreement amount; amend the FY 2025-26 adopted operating budget by increasing appropriations by $326,251 in Account No. 600-90-900-6040-96 (Transit Fund, Transit Administration, Contract Services — Engineering Design Services); and direct staff to take such additional, and related, action that may be desirable.

ATTACHMENT(S)

1. Attachment A - Cost Proposal Sheet

2. Attachment B - RFP 26-06

3. Attachment C - Stantec Consulting Services, Inc. Proposal

4. Attachment D - Draft Agreement No. 4427

RFP No. 26-06
Montebello Bus Lines

EXHIBIT D
RFP No. 26-06

DESIGN, ENGINEERING, AND CONSTRUCTION SUPPORT SERVICES FOR A ZERO-EMISSION BUS FACILITY UPGRADE

COST PROPOSAL SHEET
In accordance with the Request for Proposal issued by the City of Montebello Transportation Department (hereinafter referred to as “Consultant/Proposer), the undersigned proposing company hereby agrees to furnish all necessary labor, materials and incidentals required for the above stated contract as set forth in the Scope of Work and any addenda thereto, and to perform all work in the manner and time prescribed therein. Please provide a description of a products proven equal as well as additional costs/fees below.

List other costs/fees: : Description Cost/Fees
Quantity Description of Work Cost of Needs
Lump sum HYDROGEN FUEL CELL BUS MAINTENANCE

FACILITY UPGRADES
$
$
$
$
$
$
$
TOTAL $
Phase 0: Project Management Phase 1: Site Requirements Assessment Phase 2: Design Development & Permit Phase 3: Bidding and Award of Contract Phase 4: Construction Support Services Lump Sum Lump Sum Lump Sum Lump Sum 22,700.00 52,225.95 13,293.55 48,758.43 296,590.388 Mileage Printing 548.00 325.00 159,612.45

ATTACHMENT A

RFP No. 26-06
Montebello Bus Lines
Contact Information:

Name & Job Title:

Business Name:

Address:

City, State, Zip Code:

Phone Number:

E-mail Address:

Authorized Signature: Date:

Maung Winn, Principal in charge Stantec 801 South Figueroa Street, Suite 300 Los Angeles, CA 90017 213-955-9775 [email protected]
October 27, 2025 Page 1047 of 1646
Stantec | RFP No. 26-06 – Montebello Bus Lines ZEB Facility Upgrade 29 Assumptions
y Stantec services will include site and code
evaluation reports, specifications,
development of 30%CD, 60%CD, 90%CD
(Permit Set), and 100%CD packages, bidding
and construction administration phase
support.
y Design scope may change based on the code
analysis performed under phase 1. If
established as needed under Mechanical
code analysis, as part of the Mechanical
scope, Mechanical team will design the
addition of exhaust fans, infrared (IR) heaters,
supply fan(s), exhaust fan(s), and make-up-air
units.
y Accurate as-built documents in PDF and CAD
or Revit dwgs for all discipline will be shared
with the project team before the project
kickoff.
y As-built drawings are accurate and match the
exiting condition.
y Outside trade equipment power and control
requirement provided by others (2) weeks
prior to scheduled deliverable.
y The project or the design package will not be
phased.
y Permit fees shall be provided by others.
y Specifications will be provided in CSI book
format.
y Existing main electrical panel board is
adequate for project requirements and
design; no new electrical distribution design
is required.
y 2 site visits during design and 2-3 visits
during construction and commissioning
y Only retrofitting existing for new openings in
the roof and support of new MEP equipment,
as may be required
y Air Balance Test will be provided by others
(but validated by design team)
y Assume construction do not impact existing
seismic and wind load resisting system and it
does not require seismic evaluation.
y All meetings, except the site assessment and
construction site walk, will be virtual.

Exclusions
y Upgrades to the base building electrical
distribution and systems. Existing electrical
systems will be utilized to accommodate the
changes.
y Design of emergency generator.
y Preparation of documents for LEED
submission.
y IT/Low Voltage/Security – additional data
drops, security, and metering.
y Design of Fire Protection system.
y Design of lighting and lighting controls
systems
y Meetings beyond what is included.
y The Matterport scan is excluded from the
current scope based on the assumption that
accurate and up-to-date as-built drawings
will be provided to the design team prior to
the start of the project, and that these
drawings accurately reflect existing site
conditions. If it is later determined that a
scan is necessary, Stantec will provide a
proposal and associated fee as an additional
service

Montebello Bus Lines
City of Montebello
REQUEST FOR PROPOSALS (RFP) No. 26-06

DESIGN, ENGINEERING, AND CONSTRUCTION SUPPORT SERVICES

FOR A ZERO-EMISSION BUS FACILITY UPGRADE
September 25th, 2025

ONLINE PROPOSAL SUBMITTAL ONLY THROUGH PLANET BIDS
NOTE: Updates, changes or addendums to the RFP are posted at:
https://pbsystem.planetbids.com/portal/33072/portal-home

ATTACHMENT B

RFP No. 26-06
2 Montebello Bus Lines

TABLE OF CONTENT
Section Page(s)
INTRODUCTION 4
COVER LETTER 5
TIMETABLE & SCHEDULE OF EVENTS 7
PROPOSAL SUBMISSION CHECKLIST 7
SECTION 1 - INSTRUCTIONS TO PROPOSERS 8
Proposal Format and Submittal
Examination of Proposal Documents
SECTION 2 - GENERAL TERMS AND CONDITIONS

9-16
Addenda
Clarifications
Discrepancies and Misunderstandings
Withdrawals of Proposal
References
Proposal Signatures
Pre Contractual Expenses
City of Montebello Rights
State Credentials and Taxes
Responsibility for Compliance with Legal Requirements
Confidentiality and Public Record
Joint Offers
Company Personnel
Single Proposal Response
Protest Procedures
Incorporation of Proposal into Agreement
Time of Completion
Payment
Contract Documents
Scope of Contract
Performance of Work
Award of Contract
Point of Contact
Evaluation of Proposals
Evaluation Criteria
SECTION 3 - OTHER REQUIREMENTS 17-18
Licensing and Permit Requirement
Liquidation Damages
Bond Requirements
SECTION 4 - SCOPE OF WORK 19-29
SECTION 5 - QUALIFICATIONS 30
SECTION 6 - FORM OF CONTRACT (SAMPLE) 31-41

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3 Montebello Bus Lines
SECTION 7 - FORMS AND CERTIFICATIONS 42-44
Letter of Transmittal

EXHIBITS
Exhibit A - Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution
Exhibit B – References
Exhibit C – Insurance
Exhibit D – Cost Proposal Sheet
Exhibit E – Bidder’s List of Sub-Consultant (DBE and Non- DBE) Exhibit F – Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions
Exhibit G – Performance Guarantee Certification
Exhibit H – Performance Bond
Exhibit I – Irrevocable Standby Letter of Credit Certificate Exhibit J – Bank Draft
Exhibit K – Drug Free Workplace
Exhibit L – Compliance with 49 CFP Part 655

RFP No. 26-06
4 Montebello Bus Lines

INTRODUCTION
The City of Montebello (City), Montebello Bus Lines (MBL), invites proposals from fully qualified and experienced consultants, licensed in the State of California, to provide design, engineering, and construction support services for the conversion of its maintenance facilities to safely accommodate hydrogen fuel cell electric buses (FCEBs). The selected firm will be responsible for assessing site requirements, developing code-compliant design documents, securing necessary approvals, and supporting construction activities to ensure MBL’s facilities are prepared for zero-emission bus operations. This includes conducting detailed site assessments, coordinating with authorities having jurisdiction, developing design drawings and technical specifications, and providing construction-phase support to ensure safety, compliance, and operational readiness.

The City operates MBL to provide reliable and efficient public transportation services to the residents of Montebello and neighboring communities. As the third-largest municipal bus system in Los Angeles County, MBL proudly serves 2.6 million passengers a year throughout the communities of Alhambra, Bell Gardens, San Gabriel, Boyle Heights, Commerce, Downtown Los Angeles, East Los Angeles, La Mirada, Montebello, Monterey Park, Pico Rivera, Rosemead, South Gate, and Whittier.

In addition, the City reserves the right to reject any or all proposals, to waive information or irregularities to the extent permitted by law in any proposal received, and to be the sole judge of the merits of the respective proposals received.

RFP No. 26-06
5 Montebello Bus Lines
DATE: September 25th, 2025
ATTENTION: PROSPECTIVE PROPOSERS
SUBJECT: REQUEST FOR PROPOSAL (RFP) NO. 26-06
TITLE: CITY OF MONTEBELLO and MONTEBELLO BUS LINES

DESIGN, ENGINEERING, AND CONSTRUCTION SUPPORT SERVICES FOR A ZERO-EMISSION BUS FACILITY

UPGRADE
The City of Montebello (City), Montebello Bus Lines (MBL), is soliciting proposals from qualified firms to provide design, engineering, and construction support services for the conversion of its maintenance facilities to safely accommodate hydrogen fuel cell electric buses (FCEBs). The selected firm will be responsible for assessing site requirements, developing code-compliant design documents, securing necessary approvals, and supporting construction activities to ensure MBL’s facilities are prepared for zero-emission bus operations. This includes conducting detailed site assessments, coordinating with authorities having jurisdiction, developing design drawings and technical specifications, and providing construction-phase support to ensure safety, compliance, and operational readiness.

The qualified firm will hold valuable expertise and experience to deliver a comprehensive approach that ensures the safe and effective maintenance of MBL’s new hydrogen-powered fleet. Qualitative factors include the consultant’s management plan, qualifications and experience of proposed personnel, technical approach, and demonstrated expertise in hydrogen or zero-emission transit facility design. MBL is particularly interested in firms that possess proven experience delivering facility conversions that meet regulatory requirements while providing measurable results on safety, efficiency, and cost-effectiveness.

The term of the proposed agreement shall be a three-year (3-year) term, with the option to extend for an additional two (2), one-year (1-year) terms, commencing upon the date of execution between the City and the successful Consultant.

A Pre-Proposal Meeting will be held on Thursday, October 2nd, 2025. The meeting will convene at 11:00Am Pacific Standard Time in the Transportation Building located at 400 South Taylor Avenue, Montebello. A facility walk-thru will follow the meeting. In order to bid for this proposal – WALKTHROUGH

IS MANDATORY
It is highly recommended that all potential proposers (“Proposers”) attend this important meeting. All correspondence, communications, and contact concerning any aspect of this solicitation or offers shall be only with the following person [or his designated representative if applicable] (hereinafter, the “City’s Point of Contact”).

Name: Robert Fierro
Title: Acting Senior Management Analyst
Address: 400 S. Taylor Ave.

Montebello, CA 90640
Telephone: (323) 558-1625 ext.1115
E-mail: [email protected]
Only substantive inquiries will receive a response. All substantive questions submitted in writing, as outlined below, will be responded to according to the guidelines contained herein. Responses will be in

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6 Montebello Bus Lines
writing and will be provided to all prospective Proposers and placed on the City’s website. Responses to questions or comments regarding this RFP provided by any other department, employee, or City department other than the City’s Point of Contact set forth above shall not be considered valid and the City will not be bound by any such comments or responses. Inquiries received via telephone or orally inperson will not receive a response.

Proposals must be received by 11:00 AM Pacific Standard Time, on Thursday, October 23rd, 2025, and submitted in accordance with the instructions contained in this RFP. No exceptions will be granted regardless of reason or circumstances.

All proposals must contain an original signature by an authorized officer of the company.

The successful Proposer will be required to comply with all applicable Equal Opportunity Laws and Regulations. The City hereby notifies all prospective Proposers that the City will require each Proposer affirmatively demonstrate that Disadvantaged Business Enterprises are afforded full opportunity to participate in the performance of contracts and sub-contracts financed in part or in whole under this RFP and will not be discriminated against on the grounds of race, color, gender, age, or national origin in consideration for an award.

The City reserves the right to reject any or all proposals, to accept all or any part of any proposal, to waive any informality or minor irregularities in any proposal received to the extent permitted by law and where such action best serves the interest of the City, and to be the sole judge of the merits of the respective proposal received.

The City and MBL are committed to ensuring that no person is excluded from participation in, or denied the benefits of its programs and/or services on the basis of race, color or national origin in accordance with FTA Circular 4704.1 and Title VI of the Civil Rights Act of 1964, as amended ("Title VI"). In addition to Title VI, NTS also prohibits discrimination based on sex, age or disability.

Any person who believes he or she has been subjected to discrimination under Title VI can file a complaint with MBL. For more information on MBL’s Civil Rights Program, and the procedures to file a complaint, contact:

Name: John Soria
Title: Director of Transportation
Address: 400 S. Taylor Ave.

Montebello, CA 90640
Telephone: (323) 558-1625, ext. 1315
Fax Number: (323) 887-4643
E-mail: RideMBL.com
You may also contact the Federal Coordination and Compliance Office, Civil Rights Division at the Title VI Hotline: 888-TITLE-06 (888-848-5306) or send a letter to:

U.S. Department of Justice
Civil Rights Division
Federal Coordination and Compliance Section, NWB
950 Pennsylvania Avenue, N.W. Washington, D.C. 20530
More information on Title VI is available from the Justice Department online at www.justice.gov

RFP No. 26-06
7 Montebello Bus Lines
TIMETABLE & SCHEDULE OF EVENTS (30-90 Days)
Scheduled Tasks Scheduled Date
Issuance of RFP Thursday September 25th, 2025
Pre-Proposal Meeting Thursday October 2nd, 2025, at 11:00 AM PST (MANDATORY)
Deadline to Submit Questions Thursday October 9th, 2025, at 11:00 AM PST Responses to Questions Provided Thursday October 16th, 2025 Deadline to Submit Proposals Thursday October 23rd, 2025, at 11:00 AM PST Presentations & Intent to Award November

PROPOSAL SUBMISSION CHECKLIST
This checklist must be completed and returned with the Proposal. Failure to return this checklist may be cause for considering the Proposal non-responsive.

Description Section/
Page
Proposer shall
initial here
1 Proposal Page # 5
2 Letter of Transmittal Page # 42
3 Licensing, Permits, and Certificates Page # 17
4 Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution
Exhibit A
5 References Exhibit B
6 Insurance Exhibit C
7 Cost Proposal Sheet Exhibit D
9 Bidder’s List of Sub-Consultant(s) (DBE and Non-DBE) Exhibit E 10 Certification Regarding Debarment, Suspension…. Exhibit F 11 Performance Guarantee Certification Exhibit G
12 Performance Bond Exhibit H
13 Irrevocable Standby Letter Of Credit Certificate Exhibit I 14 Bank Draft Exhibit J
15 Certification of Drug-Free Workplace Exhibit K
16 Certificate of Compliance with 49 CFR Part 655 Exhibit L

OPTIONAL ITEMS
15 Requests for exceptions or deviations. Page # 8
Company Name:

Name of Proposer initialing document (print):

Email address of Company Contact:

Signature:

Title:

Date:

RFP No. 26-06
8 Montebello Bus Lines
SECTION 1 - INSTRUCTIONS TO PROPOSERS

PROPOSAL FORMAT AND SUBMITTAL
Proposals can be submitted via the https://pbsystem.planetbids.com/portal/33072/portal-home Portal (accessed through the City of Montebello’s official website at https://cityofmontebello.hosted2.civiclive.com/cms/One.aspx?portalId=58756&pageId=84839)up to the hour of 11:00 a.m. on Thursday, October 23rd, 2025.

All proposals must contain an original signature by an authorized officer of the company. Proposals received after the above listed date and time will not be considered.

Proposals shall not include a photocopy of the following:
· INSTRUCTIONS TO PROPOSERS,
· QUALIFICATIONS,
· SCOPE OF WORK.

Proposals shall be typed, single-spaced, and submitted on 8 1/2“x11” paper. Proposals shall not include any unnecessarily elaborate or promotional material. Proposals may not be modified or corrected after being opened unless an addendum is issued requesting resubmissions. Proposals will not be valid until all information has been verified and Proposers’ references have been checked. All proposals shall be accompanied by a completed and signed letter of transmittal provided as a part of this RFP.

All requests for exceptions or deviations because of this RFP shall be clearly identifiable by a separate section of the Proposer’s submitted proposal for review by the City. It shall be the City’s right to accept or reject any portion of the submitted requests.

Proposals shall be submitted in accordance with the form prescribed herein. Failure to respond in this manner may render the proposal non-responsive. Unauthorized conditions, limitations, or provisions attached to a Proposal will render the proposal non-conforming and non-responsive and may cause its rejection. The completed proposal shall be without interlineations, alterations, or erasures. Proposer submitting basic conforming proposals may choose to submit alternate proposals as complete and separate offers, if the alternate proposal offers technical or other improvements or modifications, which are to the overall benefit to the City. Any and all alternate proposals must be submitted in writing and included with the original proposal, conforming to the requirements as stated herein. No verbal modifications will be accepted.

Proposal documents shall be deemed to include by reference each and every one of the following:

1. Request for Proposal (RFP)

2. Addenda to RFP

3. Supplements to RFP

4. All other required forms

EXAMINATION OF PROPOSAL DOCUMENTS

RFP No. 26-06
9 Montebello Bus Lines
By submitting a proposal, Proposer represents that: (1) Proposer has thoroughly examined and become familiar with the Scope of Work required under this RFP, (2) Proposer comprehends all conditions that may impact the proposal, (3) Proposer has reviewed all addenda, and (4) Proposer is capable of providing the equipment, goods and services necessary to perform the Scope of Work and/or meet the specifications outlined in this RFP, in a manner that meets the City’s objectives. Failure to examine the documents and inform themselves shall be at the Proposers’ own risk. A Proposer shall have no claim against the City based upon ignorance of or misunderstanding of the RFP documents. Once the award has been made, failure of a Proposer to have read all the conditions, instructions, and the agreement shall not be cause to alter any term of the agreement nor shall such failure provide valid grounds for a Proposer to withdraw its proposal or to seek additional compensation.

SECTION 2 – GENERAL TERMS AND CONDITIONS

ADDENDA
Any changes made by the City to the requirements in this RFP will be made by written addenda. Any written addenda issued to this RFP shall be incorporated into the terms and conditions of any resulting Agreement. The City will not be bound by any modifications to or deviations from the requirements set forth in this RFP as the result of oral instructions. The City reserves the right to revise or withdraw this RFP at any time and for any reason.

CLARIFICATIONS
Should a Proposer require clarifications of this RFP, the Proposer shall notify the contact person identified in this RFP in writing. Should the City, in its sole discretion, determine that the point in question is not clearly and fully set forth; the City will issue a written addendum clarifying the matter. Said addendum shall be posted on the https://pbsystem.planetbids.com/portal/33072/portal-home web page.

All questions, clarifications or comments must be submitted no later than 11:00 am, Thursday, October 9 th, 2025. No questions will be answered individually by the City or Transportation Department.

Requests for clarification, questions and comments must be clearly posted on the PlanetBids Q & A section. The City is not responsible for failure to respond to a request that has not been submitted in accordance with this section.

Responses by the City to the clarifications, comments and questions will be communicated via PlanetBids.

Every attempt will be made to provide responses to all Proposers in accordance with the procurement schedule for this RFP. Inquiries received after the deadline will not be accepted and will be returned to the sender without a response.

Requests for clarifications and questions should be formatted in the following manner:

1. Section

2. Paragraph number

3. Page number

4. Text of passage being questioned

5. Question

DISCREPANCIES AND MISUNDERSTANDINGS

RFP No. 26-06
10 Montebello Bus Lines
Proposing companies must satisfy themselves by personal examination of any work site, drawings, Scopes of Work, and by any other means as they may believe necessary, as to the actual physical conditions, requirements, and difficulties under which the work must be performed. No proposing company shall, at any time, after submission of the proposal, make any claim or assertion that there was any misunderstanding or lack of information regarding the nature or amount of work necessary for the satisfactory completion of the job. Any errors, omissions, or discrepancies found in any plans, specifications, or other documents provided, shall be called to the attention of the Buyer and clarified prior to the submission of proposals.

WITHDRAWAL OF PROPOSALS
Proposers may withdraw their proposals in writing, provided that such requests are received by the City prior to the scheduled deadline for Proposal submission or within six months following the scheduled deadline for Proposal submission when no contract has been awarded.

REFERENCES
All reference information requested in this RFP and specified in the form included in this RFP must be submitted with the proposal. Refer to Exhibit B.

At the discretion of the Evaluation Committee, the City may elect to perform site visits at the Proposer’s customer locations. These optional site visits will be in addition to any presentations and/or technical demonstrations. Some or all RFP Evaluation Committee members may travel, at City expense, to sites at which finalist proposers are performing like services. The purpose of such visits shall be to provide the evaluation team with an increased understanding of the process and assess the proposer’s implementation and performance.

PROPOSAL SIGNATURES
If an individual makes the proposal, it shall be signed, and the full name and address of the Proposer shall be given.

If a partnership makes the proposal, it shall be signed with the partnership name, by a member of the partnership who shall sign by name and the name and address of each partner shall be given.

If a corporation prepares the proposal, the name of the corporation shall be provided and signed by two (2) duly authorized Officers and, if available, stamped with the corporate seal, and the names and titles of all officers of the corporation shall be given. If a corporation provides a certified letter stating that one (1) duly authorized officer signature is binding for the corporation, this will suffice to omit the second signature requirement in the proposal. Certified letter is to be included in the proposal accompanied with the Letter of Transmittal.

PRE-CONTRACTUAL EXPENSES
The City will be under no obligation for payment of pre-contractual expenses. Pre-contractual expenses are defined as expenses incurred by proposer in:
· Preparing the proposal in response to this request.
· Submitting that proposal to the City.
· Negotiating with the City any matter related to this proposal, and/or

RFP No. 26-06
11 Montebello Bus Lines
· Any other expenses incurred by the Proposer prior to date of award.

CITY OF MONTEBELLO RIGHTS
In its discretion, the City reserves the right to:

1. Reject any and/or all proposals for no reason or any reason including but not limited to the following:
a. The proposal is incomplete, non-responsive, obscure, irregular or lacking necessary detail and specificity.
b. The Proposer, in the sole judgment of the City, lacks the qualifications, experience, and/or responsibility necessary to provide the services.
c. The Proposer failed or neglected to complete and submit any information within the time specified by the City, and as may be otherwise required herein.

2. Reject any proposal that, in the opinion of the City, is so unbalanced in comparison to other proposals received and/or to the City’s internal estimates that it does not accurately reflect the cost to perform.

3. Accept all or any part of a proposal.

4. Cancel the entire RFP;

5. Issue subsequent RFPs; and/or

6. Waive any errors or informalities in any proposal, to the extent permitted by law.

STATE CREDENTIALS AND TAXES
The Proposer shall be appropriately licensed in accordance with the laws of the State of California for the work to be performed. The cost for any required licenses and/or permits shall be the responsibility of the successful Proposer. The successful Proposer is liable for any and all taxes due as a result of the contract.

RESPONSIBILITY FOR COMPLIANCE WITH LEGAL REQUIREMENTS
The Proposer’s products, services, and facilities shall be in full compliance with all applicable Federal, State and local regulations, standards and ordinances, regardless of whether or not they are referred to in the RFP.

CONFIDENTIALITY AND PUBLIC RECORD
All Proposers are hereby put on notice that each Proposal received shall become the exclusive property of the City. Notwithstanding authorized exemptions and privileges, each proposal shall be subject to disclosure according to the California Public Records Act and/or the Federal Freedom of Information Act.

The City shall not in any way be liable or responsible for the disclosure if required to do so by law.

JOINT OFFERS
Where two or more Proposers desire to submit in response to this RFP, they shall do so on a prime-sub Consultant basis rather than as a joint venture. The City intends to contract with a single firm and not with multiple firms doing business as a joint venture. Any proposal submitted on behalf of any form of joint venture or partnership between two (2) existing Proposers may be considered collusive and may be rejected as non-responsive.

COMPANY PERSONNEL

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12 Montebello Bus Lines
It shall be the burden of the successful Proposer to ensure all personnel possesses qualifications and/or experience. All personnel required to perform the services herein shall be secured at the expense of the successful Proposer. Personnel shall not be employees of or have any contractual relationship with the City. Successful Proposer’s personnel shall always conduct themselves in a professional manner to all City employees. Rude or discourteous behavior by the successful Proposer will not be tolerated and the offense can be justification for termination of contract. All sub-Consultants of successful Proposer shall abide by all the requirements set forth in this section.

SINGLE PROPOSAL RESPONSE
If only one proposal is received in response to this RFP, a detailed cost/price proposal may be requested of the Proposer. A cost or cost and price analysis and evaluation and/or audit of the cost may be performed in order to determine if the price is fair and reasonable. If the City determines a cost analysis is required, Proposer must be prepared to provide, upon request, cost summaries of estimated costs (i.e. labor, equipment, supplies, overhead costs etc.) and documentation supporting all cost elements.

PROTEST PROCEDURES
All protests must be filed in accordance with the following:

1. The protest must be in writing and identify the solicitation (RFP) number.

2. The protest must be submitted by some return receipt method or guarantee of delivery that insures that the protest was received in a timely manner. The City is not responsible for lost or delayed deliverables.

3. The party’s standing to protest must be identified.

4. Identification of the specific provision, law, regulation, specification, procedure or policy violated.

5. A statement of the relief requested.

Protests related to the content of the RFP shall be received no later than ten (10) days before the proposal due date. Protests related to matters other than the content of the RFP shall be received no later than five (5) days after proposal opening. If the protest does not comply with the preceding requirements, it may not be evaluated and may be returned to the protestor.

All protests shall be submitted to the contact person identified in this solicitation. If the solicitation is funded with Federal Transit Administration (FTA) monies, a protest may be filed with the FTA. However, the FTA only accepts protests alleging that a grantee failed to have written protest procedures or did not comply with those procedures or protests that involve a conflict of interest or fraud.

INCORPORATION OF PROPOSAL INTO AGREEMENT
This RFP and the Proposer’s response, including all promises, warranties, commitments and representations made in the successful proposal, shall be binding and incorporated by reference in the City’s contract with the successful Proposer.

TIME OF COMPLETION
The Contract time shall commence from the date on the Notice to Proceed (NTP) as authorized in writing by the City. The services shall be completed within the time period specified in the Request for Proposal. In case the services under the terms of these provisions and related professional contract shall be necessarily

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13 Montebello Bus Lines
delayed because of strike, injunctions, government controls, or by reasons of any cause or circumstances beyond the control of the successful Consultant (the “Consultant”), the time of completion shall be extended by a number of days to be determined in each instance by mutual agreement between the Consultant and MBL.

PAYMENT
A separate invoice, referencing the respective purchase order number, shall be issued in duplicate for each invoice shown in the payment schedule, and addressed to:

City of Montebello
Attn: Accounts Payable
1600 West Beverly Boulevard
Montebello, California 90640
Payment will be made within thirty (30) days after acceptance and approval of invoice.

Payment Schedule: Monthly
Provide One (1) invoice Monthly.

CONTRACT DOCUMENTS: ORAL CHANGES / CONTRACT TERMINATION Oral Changes: Oral changes and oral change orders are not permitted. All proposed changes must be submitted in writing to, and approved by, MBL prior to becoming a contract modification.

Contract Termination: MBL may terminate any resulting contract for convenience at any time by giving the Consultant five (5) days’ written notice thereof. Upon termination, MBL shall pay the Consultant his allowable cost incurred to date of termination, and those costs deemed reasonably necessary by MBL to affect such termination, determined in accordance with Part 1-8.705-1 of the Federal Procurement Regulations (41CFR 1-8) or other applicable portion(s) of said Regulations. In addition, MBL shall pay the Consultant a percentage of the project, which relates to contract work accomplished to date of termination. The effective date of termination shall be the date of Notice of Termination.

In the event the Consultant breaches the terms or violates the conditions of the contract, and does not within ten days, thereafter, cure such breach of violation, MBL may immediately terminate the Contract for default. The Consultant shall be liable for all costs incurred by MBL because of such default.

SCOPE OF CONTRACT
The Consultant shall provide all services necessary as per the Scope of Work described in this Request for Proposal.

PERFORMANCE OF WORK
It is the intent of these specifications to provide only services of the highest quality. The cost to be quoted and submitted shall include all items of service and any other costs necessary to fully complete the work pursuant to the provisions. It is the aim of these specifications that the Consultant provide complete services of the type prescribed. Any items omitted from such specifications which are clearly necessary for the completion of such services shall be considered a portion of such services, although not directly specified or

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called for in these specifications. No advantage shall be taken by the Consultant in the omission of any detail which goes to make the services complete, even though such detail is not mentioned in these specifications.

AWARD OF CONTRACT
The contract resulting from this RFP (or the “Agreement”) will be awarded to the responsive and responsible Proposer whose proposal, conforming to the requirements of the RFP, is determined to be the most advantageous (“Best Value” as described in the Federal Transit Administration Circular 4220.1F) to the City, based on the Evaluation Criteria. No agreement shall exist until the City Council or the City Manager has awarded the Agreement and it has been mutually executed. The City reserves the right to:
(a) Accept all or any part of a proposal;
(b) Reject any or all proposals for any reason;
(c) Waive any informality or minor errors to the extent permitted by law; (d) Award the Agreement as the interest of the City may require; (e) Cancel the entire RFP; or
(f) Issue subsequent RFPs.

An Evaluation Committee comprised of MBL staff, in accordance with the proposal Evaluation Criteria set forth in Evaluation Criteria section of this RFP, will evaluate all the proposals. During the evaluation period, the City may interview some or all the proposing firms. Proposers should be aware; however, that award may be made without interviews or further discussions.

The City may negotiate contract terms with the selected Proposer prior to award and expressly reserves the right to negotiate with several Proposers simultaneously and, thereafter, to award a contract to the Proposer offering the most favorable terms to the City. However, negotiations may or may not be conducted with Proposers; therefore, the proposal submitted should contain the most favorable terms and conditions, since the selection and award may be made without discussion with any Proposer.

No agreement shall exist until the City Council or City Manager has awarded the Agreement and it has been mutually executed. The City reserves the right to reject any and all proposals for any reason, to waive any informality or minor errors as determined by the City in any proposal and to award the Agreement as the best interests of the City may require. The award, if any, may be made by the City within ninety (90) calendar days after the opening of the proposals.

POINT OF CONTACT
This RFP is issued by the City, and the Management Analyst will be the sole point of contact (“Point of Contact”) during the RFP submission and procurement process. Communications initiated by respondents to this RFP with members of the City Council, or officers, personnel or employees of the City, other than as coordinated by the Point of Contact, may be grounds for disqualification. Any inquiries or requests during this submission or procurement process shall be submitted in writing to the following Point of Contact:

City of Montebello Transportation Department
Attention: Robert Fierro

RFP No. 26-06
15 Montebello Bus Lines
Acting Senior Management Analyst
400 South Taylor Ave.

Montebello, CA 90640
(323) 558-1625 ext. 1115
Email: [email protected]
If the Point of Contact determines a response to any such inquiry is warranted, said response will be issued to all prospective Proposers via PlanetBids.com.

EVALUATION OF PROPOSALS
MBL uses a selection process in which proposals contain both price and qualitative components, and award is based upon a combination of price and qualitative considerations. Qualitative considerations may include experience and qualifications, technical approach, quality of proposed personnel, and/or management plan. The award selection is based upon consideration of a combination of technical and price factors to determine the offer deemed most advantageous to MBL.

An evaluation committee will be appointed to review all proposals. The committee will be comprised of MBL staff. Committee members will initially evaluate each proposal using the pass or fail criteria identified herein. Proposers who pass this first stage of testing will progress to the next step in the evaluation.

MBL will evaluate the offers based on the following criteria: Pass/Fail Criteria • Proposer has demonstrated the ability to meet the insurance requirements described in the Agreement. Proof of ability, for example a sample certificate with another agency, or a statement that the Proposer can meet the insurance requirements in the RFP should be attached to proposal.
• Proposer has demonstrated evidence of good standing. If the Proposer is a corporation or limited liability company, provide evidence that it is in good standing in the state of its incorporation/organization and qualified to do business in California. If the Proposer is a partnership or joint venture, provide such evidence for all partners or members. The evidence provided must be in the form of (i) an official certificate of good standing issued by the state of incorporation/organization and (ii) qualification to do business issued by the California Secretary of State. If the Proposer is operating under a fictitious name or trade name, provide evidence that the Proposer has filed for and/or registered the fictitious name with the county where the Proposer’s business is located.

On the completion of the initial Pass/Fail review, the committee will evaluate proposals using the twostep process. Qualitative considerations will be reviewed and scored first without attention to the price.

The committee will then present the cost and price proposals and evaluate and score them accordingly.

During the qualitative evaluation, the committee, at its sole discretion, may contact any or all the Proposers with specific questions or requests for clarification. After both the qualitative and cost/price proposals have been evaluated and scored, the committee will arrive at a “comprehensive proposal score” for each proposal. A list of top-ranked proposals within a competitive range will be developed based upon the total comprehensive scores provided by committee members. At this time, the committee may decide that the evaluation process is complete and submit a final recommendation to the Director of Transportation.

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The committee may ask the Proposers to consider the dialog of negotiations and revise their proposals. A deadline will be set for the submission of the revised proposals. If a Proposer is unable to meet the deadline or chooses not to revise its proposal, its’ existing proposal will be rescored along with revised proposals in the same manner as the original proposals.

EVALUATION CRITERIA
Award will be made to the Offeror whose proposal offers the best value to the City. Proposals that meet the pass/ fail criteria now will be evaluated in accordance with the following criteria:

QUALITATIVE CONSIDERATIONS
The Proposer’s Qualitative Proposal will be evaluated based on the following factors, each having the weighted value set forth below (100 potential points in total):
1 Project Management Plan
The proposal shall contain a detailed explanation of the project and not a reiteration of the RFP itself. The information offered should be a compendium of the Proposer’s knowledge of the standards outlined in the Scope of Work. 20 points
2 Proposed Project Team
Qualifications and experience of management and staff and other personnel; comprehensiveness of plan and team’s familiarity with the hydrogen fuel cell bus maintenance facility upgrade services.
10 points
3 Qualifications and Experience
Demonstrate experience completing support services for hydrogen fuel cell bus maintenance facility upgrade of the same or similar magnitude. Presentation of a catalog of services for hydrogen fuel cell bus maintenance facility upgrade services and expertise most advantageous to the City.
15 points
4 Technical Approach
Consultant will submit with their proposal a written plan of action. Plan of action shall include contact persons and schedule adherence, as well as invoicing process.

Understanding of the RFP requirements and illustrating the ability to meet performance objectives, compliance with all technical and administrative requirements, financial viability, accounting, and reporting. 30 points
TOTAL 75 points
Price Considerations
The Price proposals will be evaluated as follows:
5 Price
The Proposer’s price proposal will be compared to the proposal with the Best Value to the City. The best value responsive price will receive the total weighted value for this criterion.
25 points
TOTAL 25 points

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SECTION 3 - OTHER REQUIREMENTS

LICENSING AND PERMITS
The Consultant shall be licensed, bonded, and experienced in performing the services described in the Scope of Work and shall provide evidence of current licensing and permits as required by local, State, and Federal regulations in providing such services.

LIQUIDATION DAMAGES
MBL commits to working cooperatively with the Consultant to resolve personnel and Contract performance challenges as they may arise, however, certain proven contractual violations may result in the assessment of liquidated damages at MBL’s discretion.

Whenever assessed, MBL and CONSULTANT/LESSOR agree that in case the item or equipment embraced in this Proposal shall not have been completed due to the failure of the CONSULTANT/LESSOR, MBL should recover said sum or sums of money, equal to the cost of engineering, inspection of work, and any additional and other expenses incurred from the CONSULTANT/LESSOR, from the surety or from both.

The amount of these deductions shall be assessed as liquidated damages and are not to be considered penalties. For administrative purposes, $100 per-hour “not to exceed $1,200 per-day,” for every day beyond the specified date, as extended, shall be withheld as a special reserve to be applied as liquidated damages, if any, the amount of said damages to be determined as per the above-mentioned method.

BOND REQUIREMENTS
Bid Guarantee
The Consultants shall furnish a bid guarantee in the form of a bid bond, or certified treasurer’s or cashier’s check issued by a responsible bank or trust company, made payable to the City. The amount of such guaranty shall be equal to 5% of the bid price.

In submitting this bid, it is understood and agreed by the Consultant that the City reserves the right to reject all bids, or part of any bid, and it is agreed that the Bid may not be withdrawn for a period of ninety (90) days subsequent to the opening of bids, without the written consent of City.

It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within ninety (90) days after the bid opening without the written consent of the City, or refuse or be unable to enter into an agreement as provided above, or refuse or be unable to furnish adequate and acceptable Performance and Payment Bonds, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, it shall forfeit its bid guarantee to the extent City’s damages occasioned by such withdrawal, or refusal, or inability to enter into an agreement, or provide adequate security thereof.

It is further understood and agreed that to the extent the defaulting Consultant's bid guarantee shall prove inadequate to fully recompense the City for the damages occasioned by default, then the undersigned Consultant agrees to indemnify the City and pay over to the City the difference between the bid guarantee and City’s total damages so as to make City whole.

The undersigned understands that any material alteration of any of the above or any of the material contained herein, other than that requested will render the bid unresponsive (Exhibit H. Performance Bid Guarantee). A copy of the bid bond can be submitted via the PlanetBids Portal https://pbsystem.planetbids.com/portal/33072/portal-home.

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Performance Guarantee
A Performance Guarantee in the amount of 20% of the Agreement value is required by the City to ensure faithful performance of the Agreement. Either a Performance Bond or an Irrevocable Standby Letter of Credit shall be provided by the Consultant and shall remain in full force for the term of the Agreement.

The successful Consultant shall certify that it will provide the requisite Performance Guarantee to the City within ten (10) business days from Agreement execution (Exhibit I. Performance Bond). The City requires all Performance Bonds to be provided by a fully qualified surety company acceptable to the City and listed as a company currently authorized under 31 C.F.R. part 22 as possessing a Certificate of Authority as described hereunder. The City may require additional performance bond protection when the contract price is increased. The increase in protection shall generally equal 100 percent of the increase in the contract price. The City may secure additional protection by directing the Consultant to increase the amount of the existing bond or to obtain an additional bond.

If the Consultant chooses to provide a Letter of Credit as its Performance Guarantee, the City shall furnish with its bid, certification that an Irrevocable Standby Letter of Credit will be furnished should the Bidder become the successful Consultant. The Consultant shall also provide a statement from the banking institution certifying that an Irrevocable Standby Letter of Credit for the action will be provided if the Contract is awarded to the Bidder. The Irrevocable Stand-By Letter of Credit will only be accepted by the City if:

1. A bank in good standing issues it. The City will not accept a Letter of Credit from an entity other than a bank.

2. It is in writing and signed by the issuing bank.

3. It conspicuously states that it is an irrevocable, non-transferable, “standby” Letter of Credit.

4. The City is identified as the Beneficiary.

5. It is in an amount equal to 100% of the Contract first year value. This amount must be in U.S. dollars.

6. The effective date of the Letter of Credit is the same as the effective date of the Contract.

7. The expiration date of the Letter of Credit coincides with the term of this Agreement.

8. It indicates that it is being issued to support the obligation of the Consultant to perform under the Contract. It must specifically reference the Contract between the City and the Consultant the work stipulated herein.

The issuing bank’s obligation to pay will arise upon the presentation of the original Letter of Credit and a certificate and draft (similar to the attached forms contained in Exhibit J. Irrevocable Stand-By Letter of Credit Certificate and Exhibit K. Bank Draft) to the issuing bank’s representative at a location and time to be determined by the parties. This documentation will indicate that the Consultant is in default under the Contract.

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SECTION 4 – SCOPE OF WORK

PROJECT INTRODUCTION
The City of Montebello (City) operates Montebello Bus Lines (MBL) to provide reliable and efficient public transportation services to the residents of Montebello and neighboring communities. As the third-largest municipal bus system in Los Angeles County, MBL proudly serves 1.8 million passengers a year throughout the communities of Alhambra, Bell Gardens, San Gabriel, Boyle Heights, Commerce, Downtown Los Angeles, East Los Angeles, La Mirada, Montebello, Monterey Park, Pico Rivera, Rosemead, South Gate, and Whittier. As of 2025, MBL operates a fleet of sixty-six buses, inclusive of a contingency reserve fleet of seventeen buses. MBL strives to be at the forefront of efforts to reduce transit fleet emissions and plans for a full transition to zero-emission vehicles by 2040.

MBL is embarking on a six-bus fuel cell electric bus (FCEB) deployment with the first three buses arriving in 4Q2025, and the next three arriving in 4Q2026. These six FCEBs will be provided by New Flyer Industries.

They will each be equipped with 350-bar hydrogen gas storage tanks and a 136-kWh lithium-ion battery pack. MBL’s main campus (located at 400 South Taylor Avenue, Montebello, CA 90640) serves as the Agency’s primary location and houses administrative offices, an operations control center, fleet maintenance services, bus refueling infrastructure, a bus wash, and bus storage.

The introduction of FCEBs into existing repair facilities and bus storage bays introduces unique considerations for life safety and notification systems. The goals of this project are to first determine a cost-effective and code-complaint approach to safely servicing MBL’s zero-emission buses (ZEBs) within its existing maintenance facilities and then to develop design documents, complete plan check(s), and provide construction support services for the selected approach. For the purposes of engineering and design, all vehicle-types being serviced in the facility shall be considered. The primary authorities having jurisdiction are expected to be the Montebello Fire Department, the Montebello Building and Safety Department, the Montebello Planning Department (for compliance with local zoning code), and the Montebello Public Works Department.

This project seeks that MBL’s maintenance facilities be fully commissioned and available for maintaining its FCEBs one year from when the Consultant is issued a notice-to-proceed. In addition, because the first three buses will be delivered in 4Q2025, the Consultant shall be responsible for developing an interim service plan, which will ensure MBL is adequately prepared to maintain their FCEB fleet while the maintenance facility upgrades are being completed. The ongoing service of existing vehicles within the facility must be considered and accommodated during all phases of the project.

SCOPE OF SERVICES
The Scope of Work under this Agreement shall consist of individual phases, each of which will be separately negotiated and mutually agreed upon in writing prior to execution. The City may elect to group phases together to be included in a single agreement. The scope, schedule, and cost for each phase or group of phases will be determined on a case-by-case basis and may be amended as required to meet the specific needs of the City. No phase shall commence unless a separate, written authorization for such phase has been issued by the City. Consultant shall commence work immediately upon issuance of the Notice to Proceed (NTP). If, after the completion of a negotiation period following the completion of a

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prior Phase, the Parties are unable to come to a mutually agreeable cost, the City may, at its sole discretion, elect to rebid the task or set of tasks to other Consultants or contractors through a competitive procurement process. Should the City choose to exercise this right, the Consultant will cooperate with the rebidding process, providing necessary documentation and details as requested. The City is under no obligation to accept any bids and may select an alternate Consultant or approach for any Phase.

Services will be completed under four major phases:

1. Site Requirements Assessment

2. Design and Permitting

3. Bid and Award of Construction/Installation Contract

4. Construction Support
Project Management responsibilities (as described in Phase 0, below) shall apply to all phases of the Project. Consultant shall complete the work in accordance with the project schedule. Consultant is responsible for making sure all design and engineering work, including the report in the site assessment phase, fully reflects the requirements of the applicable AHJ(s) and complies with all applicable codes and standards which may include but are not limited to:

1. NFPA 2. If the latest version of NFPA 2 has not been adopted by local authorities, Consultant shall work with applicable AHJs to design according to their prefe6rences.

2. Latest or locally adopted versions of California Fire, Electrical, Building, and Mechanical code. (CFC, CEC, CBC, CMC).

3. NFPA 30A, 70, 52, 72, 13

4. ASME, ANSI.

Consultant’s personnel who are placed in responsible charge of the architectural, civil, structural, mechanical, or electrical engineering design work shall be currently registered in the State of California to practice in the particular professional field involved and shall sign and seal all plans for which each has responsibility.

In case of conflict, ambiguities, discrepancies, errors or omissions among any of the items of work, the Consultant shall submit the matter to the City for clarification. Any work affected by such conflicts, ambiguities, discrepancies, errors or omissions which is performed by Consultant prior to clarification by the City shall be at Consultant’s risk.

Phase 0: Project Management
A. Consultant shall coordinate with project stakeholders, contractors, or consultants, as needed and as directed by the City throughout the duration of the project.

B. Consultant shall coordinate design with the City, utility companies, regulatory agencies, and Constructor in the design and construction of the project. An initial conference shall be scheduled after award of contract. Thereafter, regularly scheduled meetings shall be held for the duration of the project. Consultant shall set the agenda and notify relevant parties of meeting dates and locations. Consultant shall produce minutes of all meetings and distribute the minutes within five (5) working days to the relevant parties. Meeting minutes shall include completed items, items in progress, upcoming items, changes, and budget impacts.

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Consultant is also expected to make and maintain action item checklists and other pertinent documentation and tools to successfully manage the project’s deliverables. Consultant shall notify the City immediately of any problem(s), which may impact either the project’s schedule or budget.

C. Consultant shall implement and maintain a QA/QC plan in effect during the performance of the services under the Contract to ensure that the reports, plans, specifications, estimates, and other documents submitted under the Contract shall be complete, constructible, accurate, checked and proofread to meet professional engineering practices in effect at the time of execution of the Contract.

D. Consultant shall submit a copy of its quality control/quality assurance plan for this project within ten (10) working days upon receipt of a notice to proceed (NTP). Consultant’s QA/QC plan shall be submitted to the City for review and comment.

E. Consultant’s QA/QC plan shall include, at a minimum, the following quality control measures:
a. Calculations shall be independently checked. Plans shall be independently cross checked and corrected.
b. Drawing Titles shall match on Title Sheet and on each individual drawing sheet. c. The title sheet for specifications and reports, and each sheet of plans shall bear the professional seal, certificate number, registration classification, expiration date of certificate, and signature of the professional engineer responsible for their preparation.

F. Consultant shall coordinate between various engineering disciplines to ensure a complete and coordinated design.

G. Consultant shall perform a quality assurance review of plans, specifications, estimates, reports, and other documents prior to drawing set submittals (30%, 60%, 90%, final design, etc.) to the City.

H. Consultant shall prepare a schedule for the project’s design, to include all design activities including appropriate sub-activities, start dates, submittal dates, completion date relationships, and duration. The Consultant shall complete and submit a work breakdown structure (WBS). The schedule shall account for interfaces with the City and other agencies, and plan check review. Schedule must include a minimum of five working days (5) for review by the City for all deliverables submitted by consultant.

I. A preliminary schedule shall be submitted to the City for approval within ten (10) working days after Notice to Proceed. The schedule shall indicate a logical sequence for completing the work within the allotted time. After review by the City, a final schedule shall be submitted for approval. Upon approval, this schedule shall be designated the project schedule from which contract progress shall be tracked. Periodic updates of the schedule to show progress may be required on a bi-weekly basis at the City’s election but shall minimally occur on a monthly basis.

Phase 1: SITE REQUIREMENTS ASSESSMENT

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1.1 INFORMATION GATHERING
A. Consultant shall communicate and coordinate with the City and other consultants to obtain all information and requirements that may affect the design, including the City’s construction budget, if applicable. Consultant shall submit an initial Client Information Request (CIR) to the City with detailed information and document requirements to perform the scope of work.

B. Consultant shall review existing record documents, including incorporated modifications since the buildings were constructed, provided by the City. Consultant shall also review all data, criteria, or other information furnished by the City.

C. If deemed necessary by Consultant, Consultant shall conduct and submit an Air Balance Test Report on the existing ventilation functionality before completing the assessment report detailed below. Evaluation of the existing ventilation systems shall include review of the existing systems’ efficiency throughout the entire facility.

D. Consultant shall conduct an on-site project kickoff with the City to confirm understanding of project scope, approach, and timeline.

E. Consultant shall communicate and coordinate with the City to obtain locations of gas detection control panel(s), electrical distribution panels, HVAC systems, and any other information that will influence the design.

F. Consultant shall visit the site, and conduct a site audit to assess existing conditions, including the current state of regulatory compliance. Consultant shall field verify all dimensions, space limitations, weight, utilities, and other physical parameters of the existing systems that will influence design and modifications. Consultant shall conduct follow up site visits, as necessary, if adequate information is not collected during the initial site visit.

1.2 SITE APPROACH DETERMINATION
A. In a workshop setting, Consultant shall review high-level compliance pathways (i.e. full facility retrofit, partitioned bay(s), vehicle defueling, off-site service, etc.) available to the City for their interim service approach and long-term service approach. a. The first phase shall be a short-term, interim service solution to enable major maintenance of the three FCEBs expected to be delivered in Q4 2025. The Consultant will also be expected to review the interim service solution with local authorities to ensure compliance, even if no plan check is required. If plan check is required, the City will negotiate a separate task order for this additional scope, if needed. Given the first three buses will arrive in 4Q2025, Consultant may elect to complete two workshops in order to properly prioritize the first phase of the project, the immediate service plan.
b. The second phase shall be long-term to support the entire fleet once it is transitioned entirely to FCEBs.
c. Each compliance pathway must align with the latest locally adopted codes and standards. For each potential pathway, Consultant shall include a well-defined list of advantages and disadvantages and make a recommendation to the City on the best path forward. The recommendation shall consider the City’s long-range transition plan, construction budget, upcoming procurements, rough order-of-magnitude costs

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(Level 1) for each pathway, and any site constraints discovered during Phase 1.1 Information Gathering.

B. Consultant shall deliver the workshop slide deck(s) to the City at least five (5) business days before the workshop. Consultant shall be expected to revise the workshop materials as requested by the City. Phase 1.2 concludes with delivery of finalized workshop materials and City consent on the desired compliance pathways for both phases of the project.

1.3 SITE RECOMMENDATIONS REPORT AND PRELIMINARY COST ESTIMATES A. After completing the scope detailed in Section 1.2, Consultant shall develop a report summarizing what modifications will be required to achieve compliance given the selected pathways.

B. Consultant is responsible for making sure the report recommendations are comprehensive such that the facility complies with the latest, applicable locally adopted codes and standards for all vehicle fuel types maintained in at the facility. The report should make sure to include approach and design recommendations on at least the following topics (this list is not intended to be comprehensive of all report topics):
a. Gas detection and alarm, including CH4, H2, CO, and NOx. System must consider existing and proposed air flow, including architectural considerations, such as low or high spots where fugitive gas or vapors may accumulate or concentrate b. Electrical hazard areas
c. HVAC systems, including heaters approved for use and ventilation systems, both steady-state and under alarm conditions
d. Areas utilizing open flames, arcing/sparking tools, and welding e. Emergency detection systems, alarms, and notification appliances f. Fire Protection Systems, including considerations for the lithium-ion batteries onboard the vehicles.
g. Emergency power generation systems
h. Evaluation of operational use of the bus wash facility to determine if any modifications are necessary as a result of the introduction of FCEBs i. Evaluation of the existing capacity of the structural support members, space limits and constraints that may affect the design and installation of additional equipment and systems required to achieve the project scope
C. In the report, Consultant shall include recommendations for any facility modifications required for the safe maintenance of vehicles with lithium-ion batteries. This shall include a preliminary assessment of the facility’s fire suppression system and a determination if the existing system adequately limits the impact of potential thermal runaway of the Li-ion batteries onboard the vehicles.

D. In the report, Consultant shall determine the feasibility of a single, integrated alarm detection system. If system consolidation is determined to be impractical, the system design shall maintain the existing gas detection systems and work with new hydrogen detection

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appliances/systems for seamless hazard notification to facility personnel. The overall system must differentiate between carbon monoxide, methane, and hydrogen audible and visual alarms.

E. In the report, Consultant shall make a recommendation for an outdoor bus defueling location to ensure the City has adequate capability to defuel their FCEBs. If site design drawings are mutually agreed upon by Consultant and the City to be necessary for the provision of this recommendation, the City will negotiate a supplemental task in future Phases to support this work.

F. The report shall include a Level 2 construction cost estimate that builds on the Level 1 cost estimate included in Phase 1.2. The estimate should associate each required modification included in the report with a cost. The scope of project costs must reflect construction, installation, modification, commissioning, and testing, based on the Consultant’s own Study recommendations. Underlying cost data must be current and based on recent (<12 months) applicable empirical (e.g., past project) data, or from prevailing accredited industry publications.

G. If the Level 2 cost estimate required in Phase 1.3 significantly exceeds the Level 1 cost estimate from Phase 1.2, Consultant shall work with the agency and applicable AHJs to determine alternate compliance pathways and revise the report, including the cost estimate, accordingly.

H. The Phase 1.3 cost estimate shall include any predicted additional operational expenses associated with recommendations included in the report. An example of this could include estimating and comparing approximate costs to lower electrical hazards beyond the first 18” of the ceiling deck, to replace electrical hazards with a Class 1 Div. 2 Group B versions of similar function, or to maintain continuous ventilation at level specific by applicable codes and standards.

I. Consultant shall meet with and review recommendations and cost estimates with the City.

Consultant shall make revisions as requested by the Agency.

J. Consultant shall attend a virtual pre-design conference with the City’s AHJ(s) to review report recommendations. Consultant shall make revisions as requested by the AHJ(s).

K. Consultant shall submit an electronic copy of the report and cost estimate in PDF format via email or other file sharing service, as directed by the City.

L. Consultant shall ensure the scope proposed in the report complies with all relevant codes and standards and include a certification statement in the report.

M. Consultant shall gain the City’s approval before proceeding with the Design Development Phase.

Phase 2: DESIGN DEVELOPMENT, PLAN CHECK, PUBLISHING OF DRAWINGS FOR PERMITTING

2.1 DESIGN DEVELOPMENT
A. The Consultant shall be responsible for the design, engineering, drafting, permitting, and publishing of construction plans and specifications.

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B. The Consultant shall complete 30%, 60%, 90%, and 100% design drawings throughout the course of the design development phase. Final Design documents and calculations require the seal of a Professional Engineer registered in the State of California. Each drawing set must be provided to the City for review, comment, and approval before proceeding with developing more advanced drawing sets. It is the Consultant’s responsibility to ensure all design drawings adhere to local codes and standards; the City’s approval will not act as certification that the design drawings have adhered to requirements set forth by applicable AHJs. Each design set shall be accompanied by a memorandum describing constructability considerations associated with design choices.

C. The Consultant shall prepare designs that replace, re-route, add, or connect the new and modified systems to existing structures, circuits, conduits, conductors, and accessories, as required. Consultant must ensure all designs will result in efficient and complete working systems.

D. Consultant shall submit a Level 3 cost estimate at the 30% design stage for City approval.

Consultant shall advise the City of any major adjustments from the Level 2 cost estimate completed in Phase 1.3 due to changes in project requirements or in general market conditions.

E. During the design phase, Consultant shall develop a System Sequence of Operations (SOO) (emergency response matrix) that specifies the engineering logic for programmable operations (e.g., if gas is detected at a specific percentage of Lower Explosive Limit (LEL), then…). Consultant shall ensure that the SOO is clearly articulated and easily comprehensible and shall review with the City.

F. A rough draft of the specifications shall be submitted to the City. Technical specifications shall be developed in CSI MasterFormat. The final technical specifications shall be complete and ready for construction, including all specifications to support the plans, identify material, indicate inspection and testing requirements, and ensure a quality project. Specifications shall be prepared in such a format and manner as to stimulate competition between contractors while following industry standards.

A. Consultant shall prepare the Issue for Permitting (IFP) document package consisting of drawings and other documents that fix and describe the size and character of the entire Project. The package shall include drawing sheets and details for the following relevant design elements (the following is not intended as a comprehensive list):
a. Architectural
b. Civil/Structural
c. Mechanical
d. Electrical & Control Systems
e. Fire Protection Systems
B. The IFP drawings must identify all project elements that affect the function and operation of each portion of the facility. The IFP package must be complete, and sufficient to be built upon.

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Although not intended for construction, the IFP package must be consistent with and possess equal detail to the subsequent construction drawing package.

G. Consultant shall submit an electronic copy of plans, technical specifications, and the cost estimate to the City for review and comment in PDF format via email or a file sharing service, as directed by the City.

2.2 PLAN CHECK REVIEW THROUGH APPLICABLE AHJ(s)
A. Consultant will be responsible for obtaining all required approvals from applicable Authorities Having Jurisdiction (AHJs). Consultant shall draft, complete, and submit the following items to applicable AHJ(s) for review and approval:
a. Application(s) for local entitlement or discretionary permits (if applicable). b. Application(s) for all applicable construction permits c. IFP package
d. Any and all documents requested for review
B. If required by the AHJ(s) or any other regulation or agency applicable to the Project:

Consultant shall provide and submit additional drawings, reports, documents, or specifications (irrespective of discipline) required for the approval of the project.

C. Consultant shall revise IFP package to reflect any necessary changes as a result of comments or requests made by the AHJs and applicable regulatory agencies. Consultant shall continue to incorporate any comments received into their prepared documents until final approval is provided.

D. Consultant shall obtain plan check approval and pay for all plan check fees incidental to the Work to the appropriate regulatory agencies. Plan check fees for the original plan check submission and one re-submittal will be reimbursed to the Consultant at actual cost, excluding any mark-up and labor costs. All other plan check fees shall be the responsibility of the Consultant. “Trade permit”, defined as permits issued by the AHJs or other regulatory agencies which do not require review and approval of plans, are excluded from this scope.

E. Consultant shall submit an electronic copy of final drawings, specifications, and applicable documents to the City for review and final approval in PDF format via email or a file sharing service, as directed by the City. Consultant shall provide the City with a statement of certification that the design is in compliance with the requirements of the Contract, that Consultant has used reasonable care and diligence, and that the design is complete and ready for construction. Consultant shall be obligated to perform all required redesign work to correct any design errors or omissions discovered during bidding or construction at no additional cost to the City.

2.3 ISSUE FOR CONSTRUCTION DOCUMENT PACKAGE
A. Upon final approval from the City, Consultant shall publish a complete document package meeting the needs, comments, and requests made by the City and all applicable regulatory agencies, into a final Issue for Construction (IFC) document package.

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B. Upon publishing of the IFC package, Consultant shall prepare, for the City’s approval, a Level 4 cost estimate. Consultant shall advise the City of any major adjustments from the Level 3 cost estimate completed in Phase 2.1 due to changes in project requirements or in general market conditions.

C. Consultant shall provide a tentative milestone schedule for construction based on works expressed by the published IFC package. In addition to the evaluation of technical details and parameters, consultant must utilize past empirical experience from applicable projects of similar nature.

D. Consultant shall be responsible for the working drawings, technical specifications (CSI MasterFormat), and cost estimate for the construction of the Project consistent with contemporary professional standards as is necessary to enable the construction of Project.

The City shall provide all bid documents, including the Agreement between the City and Constructor.

Phase 3: BIDDING AND AWARD OF CONSTRUCTION CONTRACT
A. The requisition of bids from Constructors is not within the scope of Consultant. However, Consultant shall assist the City with the requisition and review of solicited bids. Specific tasks that shall be within the scope of Consultant are as follows:
a. Answer questions posed by prospective Constructors which are technical in nature, relevant to the IFC package, or otherwise necessary for the complete scoping of the prospective Constructors’ works.
b. Review modifications or substitutions to materials and designs proposed by Constructors. c. Review Constructor bids to ensure technical and scope compliance with Consultant’s published documents
d. Revise IFC package as necessary, based on applicable addenda issued during the solicitation. Revisions must be completed by Consultant in time for inclusion into the construction contract between the City and Constructor.

B. Consultant is required to attend a mandatory pre-bid meeting with prospective Constructors at the City’s Maintenance and Operations Facility.

Phase 4: CONSTRUCTION SUPPORT SERVICES

4.1 CONSTRUCTION SUPPORT SERVICES
A. The Construction Support Services Phase shall commence with the award of the Construction Contract and shall terminate with closure of all applicable construction permits, as well as delivery of "As-Built" drawings.

B. Consultant is required to attend a mandatory pre-construction meeting that will be held at the City’s Maintenance and Operations Facility.

C. Constructor shall be responsible for obtaining all construction permits from governmental authorities having jurisdiction over the Project. Consultant shall immediately, at its expense, complete all necessary changes in the plans or specifications, as required by any regulatory agencies, in order for Constructor to obtain the necessary permits.

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D. Consultant shall make periodic site visits to familiarize itself with the progress and quality of the construction work. The frequency of site visits will be determined before Consultant proceeds with Phase 4 based on the complexity of work required. Consultant must also determine if the construction work is proceeding in accordance with the contract documents.

Consultant shall inform the City of any potential defects and deficiencies in the work of the Constructor.

E. Consultant shall recommend to the City the rejection of any work performed by Constructor which does not conform to the contract documents. Consultant shall recommend to the City special inspection or testing of any work in accordance with the provisions of the construction documents whether or not such work be fabricated, installed, or completed.

F. Consultant shall review and approve all shop drawings, samples, and other submissions of Constructor as required by the construction documents to ensure conformance with the design concept of Project.

G. Consultant shall respond Constructor Requests for Information (RFI) within five (5) working days upon receipt of an RFI. However, after construction starts and during construction, timing for reviews become critical and only two (2) working days will be allowed for responding to proposed RFIs, amendments.

H. Consultant shall assist the City in reviewing proposed Change Orders and shall prepare sketches and/or revise contract drawings and specifications, and cost estimates related thereto. The Consultant shall also obtain timely plan check approval from agencies of jurisdiction (e.g., city, county, state, etc.) for permit plan changes.

I. Consultant shall conduct inspections of the project site to determine dates of substantial completion and final completion. Consultant shall review written guarantees and related documents assembled by Constructor and shall recommend to the City the issuance of the final certificate for payment.

J. Consultant shall be present during final system commissioning (HVAC, detection system, etc.) and be witness to performance testing. Consultant shall provide written acknowledgement and approval that system is functioning as designed and meets all applicable codes and standards. This may be conducted in tandem with AHJ(s) & fire department final inspection.

K. Consultant shall provide support services during construction of the Project. Consultant will be responsible for construction support, inspection, testing, and reports required during the construction support phase. The services, information, testing, and reports required shall be furnished at the Consultant’s expense.

4.2 AS-BUILT PROJECT DOCUMENT AND EMERGENCY RESPONSE PLAN REVIEW A. Consultant shall be responsible for the preparation of the "As-Built" drawings based on the information supplied by Constructor and based on the information from the Consultant’s field inspections of the project site after construction is completed. The "As-Built" information shall be assembled and placed on the original drawings by Consultant as the final revision to the drawings.

B. Consultant shall review and recommend revisions to the City’s facility emergency response plan based on facility modifications completed under the scope of this project. Consultant and Constructor shall provide in-person training on system logic and operation.

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C. All submittals from consultant to the City shall be consistent with the schedule and scope of work. Submittals shall be reviewed and commented upon by the City. Consultant shall address all comments, revise the design/construction document, and re-submit it to the City for verification in the next phase submittal not more than one (1) week after receipt of the City’s review comments, unless otherwise requested.

Deliverables shall be submitted separately for each part of the project in accordance with the specific requirements listed below:
a. Consultant shall submit one (1) half size hard copy of the as-built drawings to the City for verification of completeness. Consultant shall incorporate any changes required by The City into the final “As-Built” drawings. Constructor to provide Redline drawings. b. Upon completion of the “As-Built” drawings, Consultant shall furnish sealed and signed Mylar originals of the complete drawings to The City. Submit one (1) set of the completed as-built drawing files in AutoCAD, DWG format, including all applicable plot files, along with one (1) set of electronic drawing files in PDF format via email or a file sharing service, as directed by the City prior to release of final payment. c. One (1) electronic copy of all design calculations for Project shall be submitted to the City, in a neat condition and logical sequence, in PDF format via email or a file sharing service, as directed by the City.

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SECTION 5 – QUALIFICATIONS

DESIRED QUALIFICATION
• Provide a brief profile of the firm, including: the types of services offered, the year founded, form of the organization (corporation, partnership, sole proprietorship) number, size and location of offices, and the number of employees.
• Describe the firm’s experience in performing work of a similar nature to that solicited in this RFP, and highlight the participation in such work by the key personnel proposed for assignment to this project. Describe any experience in similar projects, particularly in the transit and public sector environments. The Consultant must demonstrate to the satisfaction of MBL that it has sufficient resources, capabilities and experience to meet the business needs as stated in this document. The Consultant will state and identify its involvement with other clients for both past and present projects. The Consultant will state the client’s name, and references for similar projects, particularly those conducted for public transit and the public sector in general. Be specific with respect to past and current assignments elaborating on those projects of similar type, magnitude and complexity. The Consultant’s involvement and responsibility should be defined for each project.
• Identify any sub-Consultants by company name, address, contact person, and telephone number and project function.
• Briefly describe other projects currently in process and how those projects affect the company’s current capacity and capacity during this proposed project. Identify any capacity or availability issues for any major sub Consultants proposed.

FIRM QUALIFICATIONS
To be considered responsive to the RFP, firms must demonstrate that they meet the following minimum qualifications by providing a thorough response and verifiable evidence of compliance. Non-compliance with these requirements may disqualify your proposal from further consideration.

A. Firm has not defaulted on a contract within the past five (5) years or declared bankruptcy or been placed in receivership or been denied credit within the past three (3) years.

B. Firm has not been assessed any penalties for non-compliance with any federal, state, local, city, or county labor laws and/or regulations within the past five (5) years.

C. Firm is currently not under investigation for any charge or claim for noncompliance with any federal, state, local, city, or county labor laws and/or regulations including, without limitation prevailing wage laws and apprenticeship laws.

D. The firm must have a minimum of five (5) years of experience and demonstrated track record of quality work, knowledge, skills, and abilities in safety and security for public transit agencies, preferably in an environment of similar size and scope to MBL.

E. Licensed to do business in the State of California.

F. Experience with projects of similar size and scope.

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SECTION 6 – FORM OF CONTRACT (SAMPLE)

PROFESSIONAL SERVICES AGREEMENT FOR

HYDROGEN FUEL CELL BUS MAINTENANCE FACILITY UPGRADES
THIS AGREEMENT (“Agreement”) is made and entered into on …………………….., 2025, by the CITY OF MONTEBELLO, a municipal corporation (hereinafter referred to as “CITY”) and …………………………….. (Hereinafter referred to as “CONSULTANT”). CITY and CONSULTANT are sometimes referred to herein individual as a “Party,” and jointly as the “Parties.”

RECITALS
WHEREAS, CITY desires to retain a qualified professional CONSULTANT to provide design, engineering, and construction support services for the conversion of its maintenance facilities for its incoming hydrogen fuel cell electric buses (FCEBs); and WHEREAS, CONSULTANT represents the degree of specialized expertise contemplated within California Government Code, Section 37103, and is qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees; and

WHEREAS, no official or employee of CITY has a financial interest, within the provisions of Sections 1090 – 1092 of the California Government Code, in the subject matter of this Agreement; and WHEREAS, CONSULTANT responded to CITY’s Request for Proposals dated September 25th, 2025 (RFP No. [26-06]), as such is set forth fully in Exhibit “A” hereto and incorporated fully herein by this reference (hereinafter “Consultant Proposal”).

NOW THEREFORE, in consideration of performance by the Parties of the covenants and conditions herein contained, the Parties hereto agree as follows:

SECTION 1. INCORPORATION OF RECITALS AND OTHER CONTRACT DOCUMENTS A. The above-referenced Recitals constitute a material part hereof and shall hereby be incorporated by reference. Moreover, this Agreement consists of the following documents, in order of precedence, all of which are incorporated herein and made part of this Agreement, as though fully set forth herein:
a. This Agreement.
b. RFP No. 26-06, attached hereto as Exhibit “A.”
c. CONSULTANT’S Proposal to RFP No. 26-06 dated ……………., 2025, attached hereto as Exhibit “B”. d. CONSULTANT’S “Best and Final Offer” to RFP No. 26-06 dated ……………., 2025, attached hereto as Exhibit “C”.
e. All other documents, including but not limited to all applicable bonds, insurance certificates, permits, notices, schedules, forms, certifications, and affidavits.

B. These documents shall be collectively referred to herein as the “Contract Documents.” In the event of a conflict among the Contract Documents, the order of precedence.

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SECTION 2. SERVICES / COMPENSATION.

A. CONSULTANT shall provide to CITY those services that are set forth fully in the Scope of Services, as such is set forth fully in Exhibit “A” hereto and incorporated fully herein by this reference (hereinafter “Professional Services”).

B. CONSULTANT shall complete the Scope of Services within the time set forth in the Schedule of Performance, as such is set forth in Exhibit “B” hereto and incorporated fully herein by this reference.

B. CONSULTANT shall be compensated a sum not-to-exceed $……………………………………… (the “Maximum Compensation”) for performance of the Professional Services as set forth in the Schedule of Compensation attached hereto as Exhibit “C” and incorporated fully herein by this reference (“Compensation”). CONSULTANT shall provide an itemized billing statement to CITY each month for Professional Services performed. CONSULTANT shall not incur fees or costs which exceed the Maximum Compensation without the prior written consent of CITY.

C. CITY will be invoiced at the end of the first billing period following commencement of work and at the end of each billing period thereafter. Payment in full of an invoice must be received by CONSULTANT within thirty (30) days of the date of such invoice.

D. Work performed shall be deemed approved and accepted by CITY as and when invoiced unless CITY objects within fifteen (15) days of invoice date by written notice specifically stating the details in which CITY believes such work is incomplete or defective, and the invoice amount(s) in dispute. CITY shall pay undisputed amounts as provided for in the preceding paragraph.

E. Failure of CITY to submit full payment of an invoice within thirty (30) days of the date thereof subjects this agreement and the work herein contemplated to suspension or termination at CONSULTANT's discretion.

SECTION 3. TERM.

This Agreement shall commence on ………………, 2025 and shall be valid for an initial term three-year (3- year) term, with the option to extend for an additional two (2), one-year (1-year) terms.

The Parties agree that Sections 4(B), 9, 10, 11, 13, 16, 17, 18, and 19 shall survive for three (3) years following the expiration or termination of this Agreement.

SECTION 4. PERFORMANCE.

A. CONSULTANT shall at all times, faithfully, competently, and to the best of its ability, experience and talent, perform all tasks described herein.

B. CONSULTANT shall employ, at a minimum, generally accepted standards and practices utilized by companies engaged in providing similar services, as are required of CONSULTANT hereunder, in meeting its obligations under this Agreement.

C. CONSULTANT shall be knowledgeable of and subject to all CITY ordinances, rules and

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regulations, standard operating procedures, and the supervisory chain of command.

A. CONSULTANT shall have the right to retain, subject to CITY's written approval, additional individuals, Consultants, or sub-Consultants to assist in the completion of services as herein defined. Compensation for additional individuals, Consultants, or sub-Consultants shall be the sole and exclusive responsibility of the CONSULTANT.

E. CONSULTANT shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three (3) years unless otherwise provided for in Exhibit “A.” Upon CITY providing twenty-four (24) hours advanced prior notice, CONSULTANT shall make all records, invoices, timecards, cost control sheets and other records maintained by CONSULTANT in connection with this Agreement available during CONSULTANT’s regular working hours to CITY for review and audit by CITY.

F. All reports, documents, or other written material developed by CONSULTANT in the performance of this Agreement shall be and remain the property of CITY without restriction or limitation upon its use or dissemination by CITY. Such material shall not be the subject of a copyright application by CONSULTANT. Any alteration or reuse by the CITY of any such materials on any project other than the Project shall be at CITY’s sole risk unless CITY compensates CONSULTANT for such reuse.

SECTION 5. WORK PRODUCT.

A. CONSULTANT hereby agrees that all work produced pursuant to this Agreement and provided to CITY during and upon completion of this Agreement, shall be the property of CITY, and ownership of said work product shall be retained by CITY. CONSULTANT may take and retain copies of such written products as desired.

B. All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and shall not be disclosed by CONSULTANT without prior written consent by CITY. CITY shall grant such consent if disclosure is legally required. All such written products shall be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT agrees that the covenants contained in this Article shall survive the expiration or termination of this Agreement.

C. Documents are provided in CONSULTANT’s standard software formats. CITY recognizes that electronic or magnetic data and its transmission can be easily damaged, may not be compatible with CITY’s software formats and systems, may develop inaccuracies during conversion or use, and may contain viruses or other destructive programs, and that software and hardware operating systems may become obsolete. As a condition of delivery of electronic or magnetic data, CITY agrees to defend indemnify and hold CONSULTANT, its sub-Consultants, agents and employees harmless from and against all claims, loss, damages, expense and liability arising from or connected with its use, reuse, misuse, modification or misinterpretation. In no event shall the CONSULTANT be liable for any loss of use, profit or any other damage.

SECTION 6. EXTRA SERVICES.

No extra services over and above the Compensation shall be rendered by CONSULTANT under this Agreement unless such extra services first shall have been duly authorized in writing by CITY’s City Manager (“City Manager”).

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SECTION 7. CITY SUPERVISION.

The Transportation Director shall have the right of general supervision of all work performed by CONSULTANT and shall be CITY’s agent with respect to obtaining CONSULTANT’s compliance hereunder.

No payment for services rendered under this Agreement shall be made without the prior approval of the City Manager.

SECTION 8. TERMINATION.

If either Party hereto fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, the non-defaulting party shall give the defaulting party written notice of the default, the nature of the default, and of the steps necessary to cure the default.

A. Termination for Cause. In the event that any of the provisions of the Agreement are violated by either party, the non-defaulting Party may terminate the Agreement by serving written notice upon the other Party, listing the violation(s) and its intent to terminate such Agreement unless within ten (10) days after the serving of such notice, such violation shall cease or be rectified, the contract shall upon the expiration of an additional thirty (30) days cease and terminate. Violations by CONSULTANT which cannot be corrected within ten (10) days, said contract shall at the option of CITY cease and terminate upon the giving of like notice. In the event of any such termination for default by CONSULTANT, CITY may take over the work and prosecute the same to completion by contract or otherwise for the account and at the expense of CONSULTANT. CONSULTANT and his sureties shall be liable to CITY for any excess cost occasioned in the event of any such termination. This change shall not be construed to prevent the termination, for other causes authorized by law or other provisions of this contract. In the event of a termination for cause, CONSULTANT shall only be entitled to Compensation for those Professional Services satisfactory performed on or before the effective date of termination.

B. Termination for Convenience. CITY shall have the option, at its sole discretion and without cause, to terminate this Agreement in whole, or in part, after giving written notice to CONSULTANT at least five (5) business days before the termination is to be effective. Upon the termination of this Agreement as provided herein, CITY shall provide to CONSULTANT the part of Compensation which would otherwise be payable to CONSULTANT for services CONSULTANT had completed as of the date of termination, less the amount of all previous payment with respect to the Compensation. Further, upon such a termination for convenience by CITY, the Parties agree that CONSULTANT shall be reimbursed for any “non-refundable” costs that CONSULTANT has incurred for its services under this Agreement, provided that: (1) such “non- refundable” costs were incurred by CONSULTANT prior to the date of termination; (2) that CONSULTANT provides CITY with adequate proof that CONSULTANT incurred the costs, and is unable to be seek a refund for such costs; and (3) such costs were within the scope of work or services to be performed under this Agreement. Such “non-refundable” costs may include, but are not limited to, travel reservations incurred by CONSULTANT for its performance of services under this Agreement. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of any notice of termination.

SECTION 9. EMPLOYMENT OF CITY EMPLOYEES.

No regular employee of CITY shall be employed by CONSULTANT during the Term of this Agreement.

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SECTION 10. NON-LIABILITY OF CITY OFFICIALS AND EMPLOYEES.

No official or employee of CITY shall be personally liable to CONSULTANT in the event of any default or breach by CITY, or for any amount which may become due to CONSULTANT.

SECTION 11. INDEPENDENT CONSULTANT.

A. CONSULTANT is and shall, at all times, remain as to CITY a wholly independent Consultant.

Neither CITY nor any of its elected officials, officers, employees or agents shall have control over the conduct of CONSULTANT except as expressly set forth in this Agreement. CONSULTANT shall not at any time or in any manner represent that he is in any manner an elected official, officer, employee or agent of CITY. No employee benefits shall be available to CONSULTANT in connection with the performance of this Agreement. Except as provided in this Agreement, CITY shall not pay salary, wages, or other compensation to CONSULTANT for performance hereunder for CITY. CITY shall not be liable for compensation to CONSULTANT, CONSULTANT’s employees or CONSULTANT’s sub-Consultants for injury or sickness arising out of performing services hereunder.

B. The parties further acknowledge and agree that nothing in this Agreement shall create or be construed to create a partnership, joint venture, employment relationship or any other relationship except as set forth in this Agreement.

C. CITY shall not deduct from the Compensation paid to CONSULTANT any sums required for Social Security, withholding taxes, FICA, state disability insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter enacted or required as a charge or withholding on the compensation paid to CONSULTANT. CITY shall have no responsibility to provide CONSULTANT, its employees or sub-Consultants with workers’ compensation insurance or any other insurance.

SECTION 12. PERS ELIGIBILITY INDEMNITY.

A. In the event that CONSULTANT or any employee, agent, or sub-Consultant of CONSULTANT providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for PERS benefits on behalf of CONSULTANT or its employees, agents, or sub-Consultants, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of CITY.

B. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, CONSULTANT and any of its employees, agents, and sub-Consultants providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by CITY, including but not limited to eligibility to enroll in PERS as an employee of CITY and entitlement to any contribution to be paid by CITY for employer contribution and/or employee contributions for PERS benefits.

SECTION 13. LEGAL RESPONSIBILITIES.

CONSULTANT shall at all times observe and comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments including, but not limited to the Montebello

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Municipal Code. The CITY, and its appointed or elected officers, employees, or agents, shall not be liable at law or in equity occasioned by failure of CONSULTANT to comply with this section.

SECTION 14. INDEMNIFICATION.

CONSULTANT agrees to, and shall defend, indemnify, protect and hold harmless, CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers from and against any and all claims, demands, lawsuits, defense costs, civil, penalties, expenses, causes of action, and judgments at law or in equity, or liability of any kind or nature which CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers may sustain or incur or which may be imposed upon them for injuries or deaths of persons, or damage to property arising out of CONSULTANT’S negligent or wrongful act, or omission under the terms of this Agreement, except only liability arising out of the sole negligence of CITY.

SECTION 15. INSURANCE COVERAGE.

During the Term of this Agreement, CONSULTANT shall carry, maintain, and keep in full force and effect all following minimum scope of insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with CONSULTANT’s performance of this Agreement.

Such insurance shall be of the types and in the amounts as set forth below:

Commercial General Liability (CGL): Broad-form, Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis for bodily injury and property damage, including premise-operations, productscompleted operations, broad form property damage, blanket contractual liability, independent Consultants, personal injury or bodily injury, and advertising injury, with limits no less than Two Million Dollars and Zero Cents ($2,000,000), combined single limits, per occurrence. If a general aggregate limit applies, the limit shall be twice the required occurrence limit. (Subject to change) Business Automobile Liability Insurance: For owned vehicles, hired, and non-owned vehicles, Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if CONSULTANT has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than One Million Dollars and Zero Cents ($1,000,000.00) per accident for bodily injury and property damage. (Subject to change) Worker's Compensation insurance as required by the laws of the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than One Million Dollars and Zero Cents ($1,000,000.00) per accident for bodily injury or disease. CONSULTANT agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers for losses arising from work performed by CONSULTANT for CITY and to require each of its sub-Consultants, if any, to do likewise under their workers’ compensation insurance policies. (Subject to change)
By executing this Agreement, CONSULTANT further certifies as follows:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers’ Compensation or to undertake self-insurance before commencing any of the work contemplated herein.

Professional Errors and Omissions (E&O) Liability insurance appropriate to the CONSULTANT’s

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profession, with limit no less than Two Million Dollars and Zero Cents ($2,000,000.00) per occurrence or claim, Two Million Dollars and Zero Cents ($2,000,000.00) aggregate. Architects’ and engineers’ coverage shall be endorsed to include contractual liability. If the policy is written as a “claims made” policy, the retroactivity date shall be prior to the start of work set forth herein, CONSULTANT shall obtain and maintain said E&O liability insurance during the Term of this Agreement and for five (5) years after completion of work hereunder. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of this Agreement, CONSULTANT shall purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work. (Subject to change)
If CONSULTANT maintains higher limits than the minimums shown above, CITY requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.

CONSULTANT shall require each of its sub-Consultants, if any, to maintain insurance coverage that meets all requirements of this Agreement.

The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California, with a current rating of at least A: VII in the latest edition of Best's Insurance Guide and approved by CITY.

Each insurance policy required herein shall state that coverage shall not be canceled, except after providing CITY thirty (30) days’ (or ten [10] calendar days for non-payment) prior written notice.

CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either: (i) immediately terminate this Agreement for Cause; or (ii) take out the necessary insurance and pay, at CONSULTANT’S expense, the premium thereon.

At all times during the Term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and naming CITY, its officers, agents, employees and volunteers as an additional insured. CONSULTANT shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate(s).

CONSULTANT shall provide proof that policies of insurance required herein expiring during the Term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two (2) weeks prior to the expiration of the coverages.

The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers as additional insureds. All policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days’ prior written notice to CITY. CONSULTANT agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

Except for professional liability and workers’ compensation policies, the policies herein are primary and non-contributing with any insurance that may be carried by CITY. Any insurance or self-insurance maintained by CITY, its officers, employees, agents or volunteers, shall be in excess of CONSULTANT’s insurance and shall not contribute with it.